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 5, 2017

 

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:

 

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

 

CMS ENERGY CORPORATION

 

At the 2017 annual meeting of shareholders held on May 5, 2017 (“Annual Meeting”), the shareholders of CMS Energy Corporation (“CMS Energy”) voted upon the proposals as described in the CMS Energy Proxy Statement dated March 23, 2017. The results of the shareholder votes are as follows.

 

1.              Proposal to elect eleven 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

 

223,836,855

 

1,833,111

 

311,347

 

17,038,793

Deborah H. Butler

 

225,364,743

 

358,507

 

258,063

 

17,038,793

Kurt L. Darrow

 

225,302,953

 

383,079

 

295,281

 

17,038,793

Stephen E. Ewing

 

224,699,894

 

978,878

 

302,541

 

17,038,793

William D. Harvey

 

225,040,349

 

668,965

 

271,999

 

17,038,793

Philip R. Lochner, Jr.

 

223,328,273

 

2,352,532

 

300,508

 

17,038,793

Patricia K. Poppe

 

224,891,220

 

790,964

 

299,129

 

17,038,793

John G. Russell

 

223,297,273

 

2,392,699

 

291,341

 

17,038,793

Myrna M. Soto

 

225,337,274

 

373,679

 

270,360

 

17,038,793

John G. Sznewajs

 

225,356,087

 

351,095

 

274,131

 

17,038,793

Laura H. Wright

 

225,441,999

 

274,182

 

265,132

 

17,038,793

 

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

 

ABSTAIN

 

BROKER
NON-VOTE

 

 

 

 

 

 

 

220,013,657

 

5,445,027

 

522,629

 

17,038,793

98%

 

2%

 

 

 

 

 

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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

197,261,299

 

357,185

 

27,980,295

 

382,534

 

17,038,793

 

As a result of the outcome of the vote by shareholders at the annual meeting of shareholders on May 5, 2017 regarding the frequency of an advisory vote by the shareholders on executive compensation, the CMS Energy 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 CMS Energy Board of Directors.

 

4.              Shareholder proposal relating to political contributions disclosure, more fully described in the Proxy Statement, was not approved, with a vote as follows:

 

Number of Votes:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

80,501,828

 

141,631,030

 

3,848,455

 

17,038,793

 

5.              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, 2017 was approved, with a vote as follows:

 

Number of Votes:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

240,475,507

 

2,255,706

 

288,893

 

0

 

CONSUMERS ENERGY COMPANY

 

Consumers Energy Company (“Consumers Energy”) did not solicit proxies for the matters submitted to votes at the contemporaneous May 5, 2017 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, 2017.  None of the 373,148 shares of Consumers Energy preferred stock were voted at the Consumers Energy annual meeting of shareholders.

 

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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 5, 2017

By:

/s/ Melissa M. Gleespen

 

 

Melissa M. Gleespen

 

 

Vice President, Corporate Secretary and Chief Compliance Officer

 

 

 

 

CONSUMERS ENERGY COMPANY

 

 

 

Dated: May 5, 2017

By:

/s/ Melissa M. Gleespen

 

 

Melissa M. Gleespen

 

 

Vice President, Corporate Secretary and Chief Compliance Officer

 

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