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10 May 2023 - 10:44PM
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
May 5, 2023
Commission |
|
Registrant; State of Incorporation; |
|
IRS Employer |
File Number |
|
Address; and Telephone Number |
|
Identification No. |
|
|
|
|
|
1-9513 |
|
CMS ENERGY CORPORATION
(A Michigan Corporation)
One Energy Plaza
Jackson, Michigan 49201
(517) 788-0550 |
|
38-2726431 |
|
|
|
|
|
1-5611 |
|
CONSUMERS ENERGY COMPANY
(A
Michigan Corporation)
One Energy Plaza
Jackson, Michigan 49201
(517) 788-0550 |
|
38-0442310 |
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
CMS Energy Corporation Common Stock, $0.01 par value |
|
CMS |
|
New York Stock Exchange |
CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078 |
|
CMSA |
|
New York Stock Exchange |
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078 |
|
CMSC |
|
New York Stock Exchange |
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079 |
|
CMSD |
|
New York Stock Exchange |
CMS Energy Corporation, Depositary Shares, each representing a
1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C
|
|
CMS PRC |
|
New York Stock Exchange |
Consumers
Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series |
|
CMS-PB |
|
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth
company: CMS Energy Corporation ¨ Consumers
Energy Company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. CMS
Energy Corporation ¨ Consumers
Energy Company ¨
Co-Registrant CIK |
0000201533 |
Co-Registrant Amendment Flag |
false |
Co-Registrant Form Type |
8-K |
Co-Registrant DocumentPeriodEndDate |
2023-05-05 |
Co-Registrant Written Communications |
false |
Co-Registrant Solicitating Materials |
false |
Co-Registrant PreCommencement Tender Offer |
false |
Co-Registrant PreCommencement Issuer Tender Offer |
false |
Emerging Growth Company |
false |
Item 5.07. Submission of Matters to a Vote of Security Holders.
CMS ENERGY CORPORATION
At the CMS Energy 2023 annual meeting of shareholders held on May 5,
2023, the shareholders of CMS Energy voted upon the proposals as described in its proxy statement dated March 23, 2023. The results
of the shareholder votes are as follows.
| 1. | Proposal to elect members to the CMS Energy Board of Directors. All of the nominees were elected with the votes for individual nominees
as follows: |
Number of Votes:
| |
FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
Jon E. Barfield | |
| 238,065,814 | | |
| 8,845,346 | | |
| 334,774 | | |
| 11,719,588 | |
Deborah H. Butler | |
| 245,910,998 | | |
| 1,005,860 | | |
| 329,076 | | |
| 11,719,588 | |
Kurt L. Darrow | |
| 240,500,450 | | |
| 6,390,503 | | |
| 354,981 | | |
| 11,719,588 | |
William D. Harvey | |
| 243,182,415 | | |
| 3,710,549 | | |
| 352,970 | | |
| 11,719,588 | |
Garrick J. Rochow | |
| 244,729,105 | | |
| 2,159,956 | | |
| 356,873 | | |
| 11,719,588 | |
John G. Russell | |
| 243,532,659 | | |
| 3,357,251 | | |
| 356,024 | | |
| 11,719,588 | |
Suzanne F. Shank | |
| 245,875,038 | | |
| 1,031,880 | | |
| 339,016 | | |
| 11,719,588 | |
Myrna M. Soto | |
| 242,520,368 | | |
| 4,247,188 | | |
| 478,378 | | |
| 11,719,588 | |
John G. Sznewajs | |
| 245,879,092 | | |
| 1,024,785 | | |
| 342,057 | | |
| 11,719,588 | |
Ronald J. Tanski | |
| 245,841,586 | | |
| 1,062,733 | | |
| 341,615 | | |
| 11,719,588 | |
Laura H. Wright | |
| 242,403,663 | | |
| 4,519,213 | | |
| 323,058 | | |
| 11,719,588 | |
| 2. | Non-binding advisory proposal to approve the compensation paid to CMS Energy’s named executive officers, as disclosed in its
proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation
Discussion and Analysis, the compensation tables and the related narrative disclosure, was approved, with a vote as follows: |
Number of Votes:
| |
FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| |
| 236,954,274 | | |
| 8,414,358 | | |
| 1,877,302 | | |
| 11,719,588 | |
| 3. | Non-binding vote on the frequency of holding a shareholder advisory vote on executive compensation with a vote as follows: |
Number of Votes:
| | |
1 YEAR | | |
2 YEARS | | |
3 YEARS | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| | |
| 245,135,849 | | |
| 213,441 | | |
| 1,485,193 | | |
| 411,451 | | |
| 11,719,588 | |
As a result of the outcome of the vote by shareholders at the annual
meeting of shareholders on May 5, 2023 regarding the frequency of an advisory vote by the shareholders on executive compensation,
the CMS Energy Board of Directors approved and adopted an annual frequency (one year) for future advisory votes by shareholders on executive
compensation, until further action of the CMS Energy Board of Directors.
| 4. | Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit CMS
Energy’s financial statements for the year ending December 31, 2023 was approved, with a vote as follows: |
Number of Votes:
| |
FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| |
| 256,295,487 | | |
| 2,337,093 | | |
| 332,942 | | |
| 0 | |
CONSUMERS ENERGY COMPANY
At the concurrent Consumers Energy 2023 annual meeting of shareholders,
the shareholders of Consumers Energy voted upon the proposals as described in its proxy statement dated March 23, 2023. The results
of the shareholder votes are as follows.
| 1. | Proposal to elect members to the Consumers Energy Board of Directors. All of the nominees were elected with the votes for individual
nominees as follows: |
Number of Votes:
| |
FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
Jon E. Barfield | |
| 84,189,573 | | |
| 6,677 | | |
| 2,733 | | |
| 128,033 | |
Deborah H. Butler | |
| 84,186,225 | | |
| 10,552 | | |
| 2,206 | | |
| 128,033 | |
Kurt L. Darrow | |
| 84,189,435 | | |
| 6,977 | | |
| 2,571 | | |
| 128,033 | |
William D. Harvey | |
| 84,189,767 | | |
| 6,845 | | |
| 2,371 | | |
| 128,033 | |
Garrick J. Rochow | |
| 84,189,879 | | |
| 6,733 | | |
| 2,371 | | |
| 128,033 | |
John G. Russell | |
| 84,189,899 | | |
| 6,713 | | |
| 2,371 | | |
| 128,033 | |
Suzanne F. Shank | |
| 84,186,514 | | |
| 10,451 | | |
| 2,018 | | |
| 128,033 | |
Myrna M. Soto | |
| 84,186,493 | | |
| 10,472 | | |
| 2,018 | | |
| 128,033 | |
John G. Sznewajs | |
| 84,189,008 | | |
| 7,449 | | |
| 2,526 | | |
| 128,033 | |
Ronald J. Tanski | |
| 84,188,055 | | |
| 8,702 | | |
| 2,226 | | |
| 128,033 | |
Laura H. Wright | |
| 84,185,848 | | |
| 10,929 | | |
| 2,206 | | |
| 128,033 | |
| 2. | Non-binding advisory proposal to approve the compensation paid to Consumers Energy’s named executive officers, as disclosed
in its proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation
Discussion and Analysis, the compensation tables and the related narrative disclosure, was approved, with a vote as follows: |
Number of Votes:
| |
FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| |
| 84,175,436 | | |
| 16,658 | | |
| 6,889 | | |
| 128,033 | |
| 3. | Non-binding vote on the frequency of holding a shareholder advisory vote on executive compensation with a vote as follows: |
Number of Votes:
| | |
1 YEAR | | |
2 YEARS | | |
3 YEARS | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| | |
| 84,184,521 | | |
| 7,002 | | |
| 3,877 | | |
| 3,583 | | |
| 128,033 | |
As a result of the outcome of the vote by shareholders at
the annual meeting of shareholders of May 5, 2023 regarding the frequency of an advisory vote by the shareholders on executive compensation,
the Consumers Energy Board of Directors approved and adopted an annual frequency (one year) for future advisory votes by shareholders
on executive compensation, until further action of the Consumers Energy Board of Directors.
| 4. | Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit Consumers
Energy’s financial statements for the year ending December 31, 2023 was approved, with a vote as follows: |
Number of Votes:
| |
FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| |
| 84,322,332 | | |
| 2,463 | | |
| 2,221 | | |
| 0 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
|
|
CMS ENERGY CORPORATION |
|
|
|
Dated: May 10, 2023 |
By: |
/s/ Melissa M. Gleespen |
|
|
Melissa M. Gleespen |
|
|
Vice President, Corporate Secretary and Chief Compliance Officer |
|
|
|
|
|
CONSUMERS ENERGY COMPANY |
|
|
|
Dated: May 10, 2023 |
By: |
/s/ Melissa M. Gleespen |
|
|
Melissa M. Gleespen |
|
|
Vice President, Corporate Secretary and Chief Compliance Officer |
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