UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported)
Commission | Registrant; State of Incorporation; | IRS Employer | ||
File Number | Address; and Telephone Number | Identification No. | ||
(A |
||||
(A
|
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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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
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 5.07. Submission of Matters to a Vote of Security Holders.
CMS ENERGY CORPORATION
At the CMS Energy 2020 annual meeting of shareholders held on May 1, 2020, the shareholders of CMS Energy voted upon the proposals as described in its proxy statement dated March 19, 2020. 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 | 231,176,252 | 4,916,932 | 228,923 | 14,877,655 | |||
Deborah H. Butler | 235,866,037 | 243,624 | 212,446 | 14,877,655 | |||
Kurt L. Darrow | 234,085,292 | 2,008,011 | 228,804 | 14,877,655 | |||
William D. Harvey | 235,842,530 | 240,109 | 239,468 | 14,877,655 | |||
Patricia K. Poppe | 235,861,539 | 253,766 | 206,802 | 14,877,655 | |||
John G. Russell | 234,452,340 | 1,627,594 | 242,173 | 14,877,655 | |||
Suzanne F. Shank | 235,771,969 | 323,433 | 226,705 | 14,877,655 | |||
Myrna M. Soto | 235,832,905 | 268,020 | 221,182 | 14,877,655 | |||
John G. Sznewajs | 235,839,634 | 248,531 | 233,942 | 14,877,655 | |||
Ronald J. Tanski | 235,822,977 | 269,969 | 229,161 | 14,877,655 | |||
Laura H. Wright | 235,559,095 | 552,774 | 210,238 | 14,877,655 |
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 | |||||
227,521,157 | 8,384,415 | 416,535 | 14,877,655 | |||||
96% | 4% |
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, 2020 was approved, with a vote as follows: |
Number of Votes:
FOR | AGAINST | ABSTAIN |
BROKER NON-VOTE | |||||
247,642,635 | 3,374,084 | 183,043 | 0 | |||||
4. | Proposal to approve the 2020 Performance Incentive Stock Plan, was approved, with a vote as follows: |
Number of Votes:
FOR | AGAINST | ABSTAIN |
BROKER NON-VOTE | |||||
229,270,445 | 6,735,915 | 315,747 | 14,877,655 |
5. | Shareholder proposal relating to political contributions disclosure, more fully described in its proxy statement, was not approved, with a vote as follows: |
Number of Votes:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||
82,148,351 | 153,024,636 | 1,149,120 | 14,877,655 |
CONSUMERS ENERGY COMPANY
At the concurrent Consumers Energy 2020 annual meeting of shareholders, the shareholders of Consumers Energy voted upon the proposals as described in its proxy statement dated March 19, 2020. 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 | 84,200,188 | 3,798 | 3,618 | 152,540 | |||
Deborah H. Butler | 84,201,083 | 3,688 | 2,833 | 152,540 | |||
Kurt L. Darrow | 84,200,652 | 3,669 | 3,283 | 152,540 | |||
William D. Harvey | 84,199,714 | 4,157 | 3,733 | 152,540 | |||
Patricia K. Poppe | 84,200,840 | 3,931 | 2,833 | 152,540 | |||
John G. Russell | 84,200,304 | 3,567 | 3,733 | 152,540 | |||
Suzanne F. Shank | 84,200,759 | 3,912 | 2,933 | 152,540 | |||
Myrna M. Soto | 84,200,749 | 4,122 | 2,733 | 152,540 | |||
John G. Sznewajs | 84,200,212 | 3,594 | 3,798 | 152,540 | |||
Ronald J. Tanski | 84,200,298 | 3,608 | 3,698 | 152,540 | |||
Laura H. Wright | 84,200,413 | 4,088 | 3,103 | 152,540 |
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 | |||||
84,182,641 | 17,275 | 7,688 | 152,540 |
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, 2020 was approved, with a vote as follows: |
Number of Votes:
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||||
84,348,705 | 5,237 | 6,202 | 0 |
4. | Proposal to approve the 2020 Performance Incentive Stock Plan, was approved, with a vote as follows: |
Number of Votes:
FOR | AGAINST | ABSTAIN |
BROKER NON-VOTE | |||||
84,189,137 | 12,283 | 6,184 | 152,540 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 | CMS Energy Performance Incentive Stock Plan, effective June 1, 2020 | |
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 1, 2020 | By: | /s/ Rejji P. Hayes |
Rejji P. Hayes | ||
Executive Vice President and Chief Financial Officer | ||
CONSUMERS ENERGY COMPANY | ||
Dated: May 1, 2020 | By: | /s/ Rejji P. Hayes |
Rejji P. Hayes | ||
Executive Vice President and Chief Financial Officer |