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 6, 2016

 

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:

 

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))

 

 

 



 

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

 

CMS ENERGY CORPORATION

 

At the 2016 annual meeting of shareholders held on May 6, 2016, the shareholders of CMS Energy Corporation (“CMS Energy”) voted upon three proposals as described in the CMS Energy Proxy Statement dated March 24, 2016. The results of the shareholder votes are as follows.

 

1.              Proposal to elect twelve 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

 

Abstentions

 

Broker non-votes

 

 

 

 

 

 

 

 

 

 

 

Jon E. Barfield

 

228,317,553

 

369,600

 

327,916

 

16,633,042

 

Deborah H. Butler

 

228,413,245

 

286,500

 

315,324

 

16,633,042

 

Kurt L. Darrow

 

215,630,142

 

13,052,843

 

332,084

 

16,633,042

 

Stephen E. Ewing

 

213,663,381

 

15,023,717

 

327,971

 

16,633,042

 

Richard M. Gabrys

 

224,348,067

 

4,336,932

 

330,070

 

16,633,042

 

William D. Harvey

 

215,629,116

 

13,057,896

 

328,057

 

16,633,042

 

Philip R. Lochner, Jr.

 

225,136,709

 

3,543,297

 

335,063

 

16,633,042

 

Patricia K. Poppe

 

228,241,659

 

446,376

 

327,034

 

16,633,042

 

John G. Russell

 

217,718,709

 

10,525,360

 

771,000

 

16,633,042

 

Myrna M. Soto

 

228,380,692

 

309,470

 

324,907

 

16,633,042

 

John G. Sznewajs

 

228,380,868

 

301,578

 

332,623

 

16,633,042

 

Laura H. Wright

 

228,433,618

 

263,371

 

318,080

 

16,633,042

 

 

2.              Non-binding advisory proposal to approve the compensation paid to CMS Energy’s named executive officers, as disclosed in the 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

 

Abstentions

 

Broker non-votes

 

211,969,497

 

16,485,793

 

559,779

 

16,633,042

 

93%

 

7%

 

 

 

 

 

 

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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, 2016 was approved, with a vote as follows:

 

Number of Votes:

 

For

 

Against

 

Abstentions

 

Broker non-votes

 

244,269,643

 

1,005,067

 

373,401

 

0

 

 

CONSUMERS ENERGY COMPANY

 

Consumers Energy Company (“Consumers Energy”) did not solicit proxies for the matters submitted to votes at the contemporaneous May 6, 2016 Consumers Energy annual meeting of shareholders. All 84,108,789 shares of Consumers Energy common stock held by CMS Energy were voted in favor of electing the above-named individuals as directors of Consumers Energy and in favor of the ratification of 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, 2016.  None of the 373,148 shares of Consumers Energy preferred stock were voted at the Consumers Energy annual meeting of shareholders.

 

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As announced on January 26, 2016, Patricia Poppe will succeed John Russell as CMS Energy and Consumers Energy president and chief executive officer, effective July 1.  On May 5, 2016, the Compensation Committee of the Board of Directors approved (i) a base salary for Poppe of $950,000 annually and (ii) an increase in her standard award percentage under the CMS Energy Incentive Compensation Plan to 100% of her base salary. These changes will be effective upon her assumption of her new positions.

 

 

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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:

May 6, 2016

By:

/s/ Melissa M. Gleespen

 

 

Melissa M. Gleespen

 

 

Vice President, Corporate Secretary and

 

 

Chief Compliance Officer

 

 

 

 

CONSUMERS ENERGY COMPANY

 

 

Dated:

May 6, 2016

By:

/s/ Melissa M. Gleespen

 

 

Melissa M. Gleespen

 

 

Vice President, Corporate Secretary and

 

 

Chief Compliance Officer

 

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