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 4, 2018

 

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))

 

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

 

CMS ENERGY CORPORATION

 

At the CMS Energy Corporation (“CMS Energy”) 2018 annual meeting of shareholders held on May 4, 2018, the shareholders of CMS Energy voted upon the proposals as described in its proxy statement dated March 22, 2018. The results of the shareholder votes are as follows.

 

1.            Proposal to elect ten 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

 

220,531,945

 

2,670,287

 

214,993

 

17,578,388

Deborah H. Butler

 

222,845,365

 

240,296

 

331,564

 

17,578,388

Kurt L. Darrow

 

222,463,629

 

735,273

 

218,323

 

17,578,388

Stephen E. Ewing

 

222,821,294

 

343,904

 

252,027

 

17,578,388

William D. Harvey

 

222,938,446

 

258,948

 

219,831

 

17,578,388

Patricia K. Poppe

 

222,961,935

 

261,562

 

193,728

 

17,578,388

John G. Russell

 

221,703,425

 

1,478,724

 

235,076

 

17,578,388

Myrna M. Soto

 

222,949,341

 

267,413

 

200,471

 

17,578,388

John G. Sznewajs

 

222,964,771

 

238,201

 

214,253

 

17,578,388

Laura H. Wright

 

222,108,031

 

1,072,422

 

236,772

 

17,578,388

 

 

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

 

 

220,067,192

 

2,952,163

 

397,870

 

17,578,388

 

 

99%

 

1%

 

 

 

 

 



 

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, 2018 was approved, with a vote as follows:

 

Number of Votes:

 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

 

 

236,930,090

 

3,773,560

 

291,963

 

0

 

4.            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

 

 

 

 

 

 

 

 

 

 

 

99,037,582

 

120,270,951

 

4,108,692

 

17,578,388

 



 

CONSUMERS ENERGY COMPANY

 

At the concurrent Consumers Energy Company (“Consumers”) 2018 annual meeting of shareholders, the shareholders of Consumers voted upon the proposals as described in its proxy statement dated March 22, 2018. The results of the shareholder votes are as follows.

 

1.            Proposal to elect ten members to the Consumers 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

 

84,198,400

 

4,170

 

4,678

 

186,170

Deborah H. Butler

 

84,198,021

 

4,819

 

4,408

 

186,170

Kurt L. Darrow

 

84,197,263

 

5,577

 

4,408

 

186,170

Stephen E. Ewing

 

84,197,523

 

5,317

 

4,408

 

186,170

William D. Harvey

 

84,197,360

 

5,480

 

4,408

 

186,170

Patricia K. Poppe

 

84,199,200

 

3,340

 

4,708

 

186,170

John G. Russell

 

84,199,063

 

3,777

 

4,408

 

186,170

Myrna M. Soto

 

84,199,313

 

3,527

 

4,408

 

186,170

John G. Sznewajs

 

84,198,963

 

3,877

 

4,408

 

186,170

Laura H. Wright

 

84,199,460

 

3,555

 

4,233

 

186,170

 

 

2.            Non-binding advisory proposal to approve the compensation paid to Consumers’ 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

 

 

84,184,228

 

16,256

 

6,764

 

186,170

 



 

3.            Non-binding vote on the frequency of holding a shareholder advisory vote on executive compensation as voted on as follows:

 

Number of Votes:

 

1 YEAR

 

2 YEARS

 

3 YEARS

 

ABSTAIN

 

BROKER NON-
VOTE

 

 

 

 

 

 

 

 

 

84,192,338

 

5,024

 

4,439

 

5,447

 

186,170

 

As a result of the outcome of the vote by shareholders at the annual meeting of shareholders on May 4, 2018 regarding the frequency of an advisory vote by the shareholders on executive compensation, the Consumers 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 Board of Directors.

 

4.            Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit Consumers’ financial statements for the year ending December 31, 2018 was approved, with a vote as follows:

 

Number of Votes:

 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

 

 

84,375,359

 

9,877

 

8,182

 

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 4, 2018

By:

/s/ Melissa M. Gleespen

 

 

Melissa M. Gleespen

 

 

Vice President, Corporate Secretary and
Chief Compliance Officer

 

 

 

 

 

 

 

 

CONSUMERS ENERGY COMPANY

 

 

 

Dated:    May 4, 2018

By:

/s/ Melissa M. Gleespen

 

 

Melissa M. Gleespen

 

 

Vice President, Corporate Secretary and
Chief Compliance Officer