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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 1, 2026
| 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| CMS Energy Corporation Common Stock, $0.01 par value |
|
CMS |
|
New York Stock Exchange |
| CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078 |
|
CMSA |
|
New York Stock Exchange |
| CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078 |
|
CMSC |
|
New York Stock Exchange |
| CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079 |
|
CMSD |
|
New York Stock Exchange |
| CMS Energy Corporation, Depositary Shares,
each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C |
|
CMS PRC |
|
New York Stock Exchange |
| Consumers
Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series |
|
CMS-PB |
|
New York Stock Exchange |
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 ¨ Consumers
Energy Company ¨
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 ¨ Consumers
Energy Company ¨
| Co-Registrant CIK |
0000201533 |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Form Type |
8-K |
| Co-Registrant DocumentPeriodEndDate |
2026-06-1 |
| Co-Registrant Written Communications |
false |
| Co-Registrant Solicitating Materials |
false |
| Co-Registrant PreCommencement Tender Offer |
false |
| Co-Registrant PreCommencement Issuer Tender Offer |
false |
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2026, CMS Energy Corporation (“CMS Energy”)
announced that Rejji P. Hayes has retired from his positions as CMS Energy and Consumers Energy Company (“Consumers Energy”)
executive vice president and chief financial officer, effective June 3, 2026.
Srikanth (Sri) Maddipati, 43, has been appointed to succeed Hayes as
CMS Energy and Consumers Energy executive vice president and chief financial officer, effective June 3, 2026. Maddipati has been
with CMS Energy for 12 years, joining in 2014 as assistant treasurer. In 2016, Maddipati was elected vice president and treasurer
where he was responsible for budget and planning, corporate liquidity, financing and maintaining relationships with investors, banks and
rating agencies, a position he held until he moved to the role of Consumers Energy vice president electric supply in 2023. In that role,
Maddipati was responsible for Consumers Energy’s electric supply business unit, which includes electric supply planning and
strategy, market operations, generating plant operations and engineering, and generation development and procurement. He also led the
company’s enterprise project management and real estate functions. Maddipati was appointed Consumers Energy senior vice president
and president of the electric supply business unit in 2025. Prior to joining CMS Energy, Maddipati was vice president in the financial
institutions group at Goldman Sachs.
The Compensation Committee of the Board has approved (i) a base
salary for Maddipati of $775,000 annually and (ii) an increase in his standard award percentage under the CMS Energy Incentive Compensation
Plan to 80% of his base salary. These changes will be effective June 3, 2026. In addition, Maddipati will receive $750,000 in tenure-based
restricted stock which cliff vests on his third-year service anniversary.
There are no arrangements or understandings between Maddipati and CMS
Energy or Consumers Energy pursuant to which Maddipati was elected as executive vice president and chief financial officer.
Additional leadership roles are described in the CMS Energy News Release
which is filed as Exhibit 99.1 to this report and incorporated by reference.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 5.02 of this Current
Report on Form 8-K is hereby incorporated in Item 7.01 by reference. Additionally, CMS Energy reaffirms, as of June 3,
2026, its guidance as provided on April 28, 2026.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Item 7.01 of this Current Report on Form 8-K, shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933.
Investors and others should note that CMS Energy routinely posts important
information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.
This 8-K contains “forward-looking statements.” The forward-looking statements are subject to risks and uncertainties that could cause
CMS Energy’s and Consumers Energy’s results to differ materially. All forward-looking statements should be considered in the
context of the risk and other factors detailed from time to time in CMS Energy’s and Consumers Energy’s Securities and Exchange Commission
filings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
Exhibit Index |
| |
|
| 99.1 |
CMS Energy News Release dated June 3, 2026 |
| |
|
| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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 3, 2026 |
By: |
/s/ Shaun M. Johnson |
| |
|
Shaun M. Johnson |
| |
|
Executive Vice President and
Chief Legal and
Administrative Officer |
| |
|
|
| |
|
CONSUMERS ENERGY COMPANY |
| |
|
|
| Dated: June 3, 2026 |
By: |
/s/ Shaun M. Johnson |
| |
|
Shaun M. Johnson |
| |
|
Executive Vice President and
Chief Legal and
Administrative Officer |
Exhibit 99.1
CMS
Energy Announces Sri Maddipati as Chief Financial Officer, Chris Fultz as President of Electric Supply
JACKSON, Mich.,
June 3, 2026 – CMS Energy announced today, Sri Maddipati, currently Consumers Energy’s senior vice president and president
of electric supply, will be named CMS Energy and Consumers Energy Executive Vice President and Chief Financial Officer, effective on
June 3. Sri will oversee Investor Relations, Treasury, Tax, Accounting, and Financial Planning. Chris Fultz, vice president of low
voltage distribution at Consumers Energy, will become the new senior vice president and president of electric supply, also effective
on June 3. Chris will manage the company’s electric supply business unit, which includes electric supply planning and strategy,
market operations, generating plant operations and engineering, generation development and procurement.
“Sri has nearly
20 years of experience across finance, treasury, banking, capital markets, and investor relations which allows for a seamless transition
of leadership,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy. “Sri has held several senior leadership
positions across our company and brings a combination of financial, operational, strategic and regulatory skills which reflects the company’s
thoughtful approach to development and succession and makes him exceptionally well-suited to serve as our next CFO and help lead the
company forward.”
Sri joined CMS Energy
in 2014 and was elected as vice president and treasurer in 2016 where he was responsible for budget and planning, corporate liquidity,
financing and maintaining relationships with investors, banks and rating agencies, a position he held until he moved to the role of Consumers
Energy vice president electric supply in 2023. In that role, Sri was responsible for Consumers Energy’s electric supply business
unit, which includes electric supply planning and strategy, market operations, generating plant operations and engineering, and generation
development and procurement. Sri was appointed Consumers Energy senior vice president and president of the electric supply business unit
in 2025. Prior to joining CMS Energy, Sri was a vice president in the financial institutions group at Goldman Sachs. Sri holds bachelor’s
and master’s degrees in engineering and a Master in Business Administration, all from the University of Michigan.
“Chris brings
a clear commitment to safety, reliability, and affordability, along with the ability to lead large-scale operations and teams
to the electric supply organization,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy. “His broad
expertise and leadership within operations, engineering, and project management will be an asset as we plan and execute our long-term
energy supply blueprint.”
Chris previously
served as vice president of low voltage distribution in our electric business and vice president of natural gas operations. Since joining
the company in 2014, Chris held increasingly responsible roles within project management, natural gas operations, transmission, storage
and compression. Prior to Consumers Energy, Fultz worked for Black & Veatch, and he holds bachelor’s and master’s
degrees in electrical engineering from Michigan Technological University, and a master’s degree in business administration from
Oakland University.
Rejji Hayes will
retire as Executive Vice President and Chief Financial Officer, effective June 3.
“I want to
thank Rejji Hayes for his leadership and many contributions to the company. His impact to our co-workers, communities, customers, and
investors has been meaningful, and we are grateful for his service. I wish Rejji the very best in the future.”
CMS Energy (NYSE:
CMS) is a Michigan-based energy provider featuring Consumers Energy as its primary business. It also owns and operates independent power
generation businesses.
Investors and others
should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations,
a channel of distribution.
# # #
Media Contacts: Katie Carey, 517/740-1739
Investment Analyst Contact: Travis
Uphaus, 517/817-9241