UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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Consumers Energy Company
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(Name of Registrant As Specified In Its Charter)
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[CONSUMERS ENERGY LOGO]
CONSUMERS ENERGY COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 2005
To the Shareholders of Consumers Energy Company:
The annual meeting of shareholders of Consumers Energy Company ("Consumers")
will be held on Friday, the 20th day of May 2005, at 9:00 A.M., Eastern Daylight
Saving Time, at the corporate headquarters located at One Energy Plaza, Jackson,
Michigan 49201. The purposes of the annual meeting are to:
(1) Elect twelve members to Consumers' Board of Directors;
(2) Ratify the appointment of an independent registered public accounting
firm to audit Consumers' consolidated financial statements for the year
ending December 31, 2005; and
(3) Transact such other business as may properly come before the annual
meeting.
The Consumers annual report to shareholders for the year 2004, including
consolidated financial statements, previously has been furnished to you.
The Board of Directors has set March 31, 2005 as the record date for our annual
meeting. Shareholders are invited to attend our annual meeting. WE ARE NOT
ASKING YOU FOR A PROXY.
By Order of the Board of Directors
Michael D. VanHemert
Corporate Secretary
Consumers Energy Company
One Energy Plaza
Jackson, Michigan 49201
April 18, 2005
INFORMATION STATEMENT
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INTRODUCTION
This Information Statement is furnished by the Board of Directors of Consumers
Energy Company ("Consumers") in connection with the annual meeting of
shareholders to be held on May 20, 2005.
As of December 31, 2004, Consumers' outstanding common stock ($10 par value) and
preferred stock ($100 par value) consisted of 84,108,789 shares of common stock
held by CMS Energy Corporation ("CMS") and 441,599 shares of preferred stock
held by the public (except the directors' holdings noted below). Holders of
preferred and common stock are entitled to one vote for each share and
shareholders have cumulative voting rights for the election of directors. That
is, holders of preferred and common shares are entitled to cast as many votes as
equal the number of shares held multiplied by the number of directors to be
elected (twelve this year), and they may cast all of such votes for a single
nominee or distribute them among any two or more nominees as they choose.
While all shareholders are cordially invited to attend the annual meeting, WE
ARE NOT ASKING YOU FOR A PROXY. We have been advised that all 84,108,789
Consumers common shares held by CMS (99.5% of the Consumers shares entitled to
vote) will be voted in favor of the proposed directors, thus assuring their
election, as well as in favor of the other proposal(s) recommended by the
Consumers' Board of Directors.
To the knowledge of management, no person or entity except CMS owns beneficially
more than 5% of any class of Consumers' outstanding voting securities. Messrs.
Holton, Parfet, Pierre, Smith, Way, Whipple, and Yasinsky each own 10 shares of
the preferred stock of Consumers.
The determination of approval of corporate action by the shareholders is based
on votes "for" and "against." Abstentions and broker non-votes are not counted
as "against" votes but are counted in the determination of a quorum.
INCORPORATION BY REFERENCE -- CMS PROXY STATEMENT
Please refer to the enclosed CMS proxy statement dated April 18, 2005 for
information regarding the nominees for directors and the other proposal(s) being
voted on by Consumers' shareholders, as well as the committees of the Board of
Directors, compensation of directors and executive officers and various other
2004 information statement disclosures. This information appears beginning with
the heading "CORPORATE GOVERNANCE" in the CMS proxy statement, and is
incorporated by reference herein.
BOARD AND COMMITTEE INFORMATION
The Consumers' Board of Directors met 11 times during 2004. All incumbent
directors attended or participated in 75% of the Consumers' Board and assigned
committee meetings during 2004 except for Mr. William U. Parfet, who, because of
unavoidable conflicts, attended 74% of such meetings. Our Corporate Governance
Principles state the Board's expectation that all Board members attend all
scheduled Board and Committee meetings, as well as the annual meeting of
shareholders. All Board members attended the 2004 annual meeting of
shareholders.