-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H996xclFfgAgMKLRtUSM0CRy9PbnnZEniVPKu5IRjcBFatSyDjYpTOpEizxNoO2W /v2/JfvBT1rzkU34fQYEhA== 0000950124-06-001930.txt : 20060414 0000950124-06-001930.hdr.sgml : 20060414 20060414162141 ACCESSION NUMBER: 0000950124-06-001930 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060414 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060414 DATE AS OF CHANGE: 20060414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMS ENERGY CORP CENTRAL INDEX KEY: 0000811156 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 382726431 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09513 FILM NUMBER: 06760774 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177881031 MAIL ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS ENERGY CO CENTRAL INDEX KEY: 0000201533 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 380442310 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05611 FILM NUMBER: 06760775 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177881031 MAIL ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 FORMER COMPANY: FORMER CONFORMED NAME: CONSUMERS POWER CO DATE OF NAME CHANGE: 19920703 8-K 1 k04335e8vk.txt CURRENT REPORT, DATED APRIL 14, 2006 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) APRIL 14, 2006 COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO. - ----------- ----------------------------- ------------------ 1-9513 CMS ENERGY CORPORATION 38-2726431 (A MICHIGAN CORPORATION) ONE ENERGY PLAZA JACKSON, MICHIGAN 49201 (517) 788-0550 1-5611 CONSUMERS ENERGY COMPANY 38-0442310 (A MICHIGAN CORPORATION) ONE ENERGY PLAZA JACKSON, MICHIGAN 49201 (517) 788-0550 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)) ITEM 8.01. OTHER EVENTS. On April 14, 2006, CMS Energy Corporation ("CMS Energy") issued a News Release in conjunction with the Securities and Exchange Commission filing of its proxy materials announcing a majority voting policy adopted by the CMS Energy Board of Directors, director nominations and retirements for each of the CMS Energy and Consumers Energy Company ("Consumers") Boards, as well as corresponding reduction in the size of those Boards effective with the retirements at the time of the Annual Meeting of Shareholders, scheduled for May 19, 2006. The News Release is attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 99.1 CMS Energy News Release dated April 14, 2006 This Form 8-K contains "forward-looking statements" as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with "FORWARD-LOOKING STATEMENTS AND INFORMATION and RISK FACTORS" each found in the MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy's and Consumers' Forms 10-K for the Year Ended December 31, 2005 (CMS Energy's and Consumers' "FORWARD-LOOKING STATEMENTS AND INFORMATION and RISK FACTORS" sections are incorporated herein by reference), that discuss important factors that could cause CMS Energy's and Consumers' results to differ materially from those anticipated in such statements. 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: April 14, 2006 By: /s/ Thomas J. Webb ------------------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: April 14, 2006 By: /s/ Thomas J. Webb ------------------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION - ----------- ------------------- 99.01 CMS Energy News Release dated April 14, 2006 EX-99.1 2 k04335exv99w1.txt CMS ENERGY NEWS RELEASE DATED APRIL 14, 2006 [CMS ENERGY LOGO] NEWS RELEASE CMS ENERGY ANNOUNCES NOMINEES FOR BOARD OF DIRECTORS, TWO DIRECTORS RETIRING FROM BOARD, AND ADOPTION OF MAJORITY VOTING POLICY JACKSON, Mich., April 14, 2006 -- Ten incumbents are seeking reelection to CMS Energy's Board of Directors, one interim appointee is seeking his first election by shareholders, and two directors are retiring from the board, the Company announced today in its proxy statement. The incumbents seeking reelection are Kenneth Whipple, chairman of CMS Energy and its principal subsidiary, Consumers Energy, and David W. Joos, president and chief executive officer of CMS Energy and chief executive officer of Consumers Energy, as well as the following independent directors: Merribel S. Ayres, Richard M. Gabrys, Philip R. Lochner Jr., Michael T. Monahan, Joseph F. Paquette Jr., Percy A. Pierre, Kenneth L. Way, and John B. Yasinsky. Seeking shareholder election for the first time is Jon E. Barfield, chairman and chief executive officer of The Bartech Group. Barfield was appointed to the Company's Board of Directors on Sept. 1, 2005. He also serves on the boards of four other publicly traded companies: National City Corporation, Tecumseh Products Company, BMC Software, and Granite Broadcasting Corporation. The Company also announced that Earl D. Holton and S. Kinnie Smith Jr. are not standing for re-election, and in connection with those retirements, the Board decreased its size to 11 directors, effective with the 2006 annual meeting of shareholders. Holton is the former vice chairman of Grand Rapids, Mich.-based Meijer Inc., operator of food and general merchandise centers. Holton has been a member of the CMS Energy Board of Directors for 16 years and has served as the presiding director for the past three years. Smith is the vice chairman and chief legal officer of CMS Energy and also serves as vice chairman of Consumers Energy. Smith has held a number of top management positions during his 13-year career with the Company. Shareholders will vote on the candidates for the Board of Directors at CMS Energy's annual meeting on May 19, 2006. The proxy statement also announces a majority voting policy adopted in March of this year by the CMS Energy Board of Directors. With that new policy, if any candidate doesn't receive at least 50 percent of the votes cast for him or her, that director will be required to offer his or her resignation to the Board. The other members of the Board will decide within 90 days of a certified vote whether to accept the offer or reject it. The Company publicly will disclose the Board's decision, including its reasons for rejecting the resignation, if that occurs. The Company's majority voting policy is available at www.cmsenergy.com/CorporateGovernance and additional background on the Board's adoption of the policy can be found in the proxy statement, which is available at www.cmsenergy.com/Invest, under "SEC Filings." CMS Energy Chairman Ken Whipple said the majority voting policy will make the Board of Directors even more accountable to shareholders. "This new policy gives shareholders a stronger voice in the election of directors. The Board's unanimous adoption of this new policy shows that CMS Energy remains committed to being a leader in corporate governance," Whipple said. Shareholders also will be asked to vote on a proposal ratifying Ernst & Young, L.L.P., as the Company's independent registered public accounting firm for 2006. CMS Energy (NYSE: CMS) is an integrated energy company, which has as its primary business operations an electric and natural gas utility, natural gas pipeline systems, and independent power generation. # # # For more information on CMS Energy, please visit our web site at: www.cmsenergy.com Media Contacts: Jeff Holyfield, 517/788-2394 or Dan Bishop, 517/788-2395 Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590 -----END PRIVACY-ENHANCED MESSAGE-----