0001104659-17-040071.txt : 20170619 0001104659-17-040071.hdr.sgml : 20170619 20170619105518 ACCESSION NUMBER: 0001104659-17-040071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170619 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20170619 DATE AS OF CHANGE: 20170619 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: 17917827 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177880550 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: 17917828 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177880550 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 a17-15359_18k.htm 8-K

 

 

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) June 19, 2017

 

Commission
File Number

 

Registrant; State of Incorporation;
Address; and Telephone Number

 

IRS Employer
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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o           Consumers Energy Company o

 

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 o             Consumers Energy Company o

 

 

 


 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

 

On June 19, 2017, CMS Energy Corporation (“CMS Energy”) and Consumers Energy Company (“Consumers”) entered into a Change in Control Agreement (“CIC Agreement”) and an Officer Separation Agreement (“OS Agreement”) with Rejji P. Hayes, executive vice president and chief financial officer.  A copy of the form CIC Agreement and form OS Agreement have been filed as exhibit 10.1 to CMS Energy’s and Consumers’ Form 8-K filed on June 23, 2016, and exhibit 10.8 to CMS Energy’s and Consumers’ Annual Report on Form 10-K for the year ended December 31, 2016, respectively, and are incorporated by reference herein.

 

In return for releasing all claims against CMS Energy and various other covenants of the officer, under the terms of the OS Agreement the officer would be paid a separation payment in an amount equal to one and one half times his then annual base salary and annual target bonus and under the terms of the CIC Agreement the officer would be paid a separation payment in an amount equal to two times this annual base salary and annual incentive target. Also, the CIC Agreement provides for immediate vesting of time-based restricted stock (performance-based shares will vest on a pro-rata basis at the target level) and the OS Agreement provides for vesting on pro-rata basis at target level for time-based restricted stock and vesting pro-rata basis for performance-based shares but shall continue to be subject to any applicable performance based vesting requirement and shall be paid out in the future in conformance therewith. In addition, the agreements provide for use of the separation payment amount when calculating the applicable supplemental executive retirement plan payment and otherwise generally preserve existing rights to other benefits, such as pension and related compensation, which the officer had accrued at the time of termination. The preceding disclosure does not purport to be complete and is qualified in its entirety by reference to the forms of the CIC Agreement and OS Agreement.

 

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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: June 19, 2017

By:

/s/ Melissa M. Gleespen

 

 

Melissa M. Gleespen

 

 

Vice President, Corporate Secretary and

 

 

Chief Compliance Officer

 

 

 

 

 

CONSUMERS ENERGY COMPANY

 

 

 

Dated: June 19, 2017

By:

/s/ Melissa M. Gleespen

 

 

Melissa M. Gleespen

 

 

Vice President, Corporate Secretary and

 

 

Chief Compliance Officer

 

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