CMS Energy Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

 

 

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 8, 2026

 

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 ¨

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 8, 2026 and May 11, 2026, CMS Energy Corporation (“CMS Energy”) submitted to the Michigan Department of Licensing and Regulatory Affairs Certificates of Amendment to the CMS Energy Restated Articles of Incorporation. These amendments incorporate the increase in number of authorized shares of common stock and the shareholders ability to call a special meeting and were approved by the shareholders as set forth below. A copy of the amendments is attached as exhibit 3.1 and is incorporated by reference herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

CMS ENERGY CORPORATION

 

At the CMS Energy 2026 annual meeting of shareholders held on May 8, 2026, the shareholders of CMS Energy voted upon the proposals as described in its proxy statement dated March 26, 2026. 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
Deborah H. Butler			249,960,034				20,537,029				210,559				13,820,318
Ralph Izzo			268,852,301				1,640,726				214,595				13,820,318
Richard P. Keyes			269,881,299				612,128				214,195				13,820,318
Diane Leopold			269,940,244				559,566				207,812				13,820,318
Garrick J. Rochow			251,112,883				19,377,836				216,903				13,820,318
John G. Russell			246,721,469				23,772,778				213,375				13,820,318
Suzanne F. Shank			267,923,065				2,575,335				209,222				13,820,318
Myrna M. Soto			250,164,278				20,328,365				214,979				13,820,318
John G. Sznewajs			259,536,874				10,955,016				215,732				13,820,318
Ronald J. Tanski			265,603,191				4,889,866				214,565				13,820,318
Laura H. Wright			246,189,708				24,303,411				214,503				13,820,318

 

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
	250,583,557				19,690,248				433,817				13,820,318

 

 

3.

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, 2026 was approved, with a vote as follows:

 

Number of Votes:

 

FOR				AGAINST				ABSTAIN
	266,522,614				17,797,090				208,236

 

4.

Proposal to amend the CMS Energy Restated Articles of Incorporation Increasing the Number of Authorized Shares of CMS Common Stock from 350 Million Shares to 700 Million Shares was approved with a vote as follows:

 

Number of Votes:

 

FOR				AGAINST				ABSTAIN
	272,315,602				11,905,432				306,906

 

5.

Proposal to amend the CMS Energy Restated Articles of Incorporation to Allow Shareholders to Call a Special Meeting was approved, with a vote as follows:

 

Number of Votes:

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
	263,191,924				7,285,900				229,798				13,820,318

 

6.

Shareholder Proposal: Shareholder Right to Act by Written Consent did not receive the majority of votes, with a vote as follows:

 

Number of Votes:

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
	97,341,575				172,764,095				601,952				13,820,318

 

CONSUMERS ENERGY COMPANY

 

At the concurrent Consumers Energy Company (“Consumers Energy”) 2026 annual meeting of shareholders, the shareholders of Consumers Energy voted upon the proposals as described in its proxy statement dated March 26, 2026. 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				WITHHOLD				BROKER NON-VOTE
Deborah H. Butler			84,179,961				12,401				158,125
Ralph Izzo			84,184,068				8,294				158,125
Richard P. Keyes			84,182,276				10,086				158,125
Diane Leopold			84,181,238				11,124				158,125
Garrick J. Rochow			84,183,024				9,338				158,125
John G. Russell			84,183,043				9,319				158,125
Suzanne F. Shank			84,180,320				12,042				158,125
Myrna M. Soto			84,179,668				12,694				158,125
John G. Sznewajs			84,182,967				9,395				158,125
Ronald J. Tanski			84,183,489				8,873				158,125
Laura H. Wright			84,179,964				12,398				158,125

 

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
	84,170,833				14,625				6,904				158,125

 

3.

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, 2026 was approved, with a vote as follows:

 

Number of Votes:

 

FOR				AGAINST				ABSTAIN
	84,334,313				13,542				2,632

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

3.1	Amendments to CMS Energy’s Restated Articles of Incorporation

 

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

 

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 13, 2026	By:	/s/ Melissa M. Gleespen
		Melissa M. Gleespen
		Vice President, Corporate Secretary and Chief Compliance Officer
		CONSUMERS ENERGY COMPANY
Dated: May 13, 2026	By:	/s/ Melissa M. Gleespen
		Melissa M. Gleespen
		Vice President, Corporate Secretary and Chief Compliance Officer