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Shareholders back CMS (NYSE: CMS) charter changes and board at 2026 meetings

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

CMS Energy Corporation reported that shareholders approved amendments to its Restated Articles of Incorporation, allowing an increase in the number of authorized shares of common stock and giving shareholders the ability to call a special meeting. Certificates of Amendment were submitted to the Michigan Department of Licensing and Regulatory Affairs on May 8, 2026 and May 11, 2026.

At the 2026 annual meetings of CMS Energy and its subsidiary Consumers Energy Company, shareholders elected the full director slate and addressed other proposals described in the March 26, 2026 proxy statements. For example, CMS Energy director Ralph Izzo received 268,852,301 votes for and 1,640,726 votes against, with broker non-votes reported separately.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Charter amendment filing dates May 8, 2026 and May 11, 2026 Certificates of Amendment submitted in Michigan
Votes for Ralph Izzo (CMS Energy) 268,852,301 votes Election of director at 2026 CMS Energy meeting
Votes against Ralph Izzo (CMS Energy) 1,640,726 votes Election of director at 2026 CMS Energy meeting
Key CMS proposal support 250,583,557 votes for Shareholder proposal vote with broker non-votes reported
Key CMS proposal opposition 19,690,248 votes against Same CMS Energy shareholder proposal
Laura H. Wright votes for (Consumers) 84,179,964 votes Election of director at Consumers Energy 2026 meeting
Laura H. Wright votes withheld (Consumers) 12,398 votes Director election at Consumers Energy
Broker non-votes (many CMS items) 13,820,318 votes Reported on multiple CMS Energy proposals
Certificates of Amendment regulatory
"submitted to the Michigan Department of Licensing and Regulatory Affairs Certificates of Amendment"
Restated Articles of Incorporation regulatory
"Certificates of Amendment to the CMS Energy Restated Articles of Incorporation"
broker non-vote financial
"ABSTAIN | | | BROKER NON-VOTE | --------------------------------------------------------------"
emerging growth company regulatory
"Emerging growth company: CMS Energy Corporation Consumers Energy Company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Inline XBRL technical
"the cover page XBRL tags are embedded in the Inline XBRL document"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Understanding 8-K Material Events →
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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) May 8, 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 2026-05-8
Co-Registrant Written Communications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Issuer Tender Offer false

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 8, 2026 and May 11, 2026, CMS Energy Corporation (“CMS Energy”) submitted to the Michigan Department of Licensing and Regulatory Affairs Certificates of Amendment to the CMS Energy Restated Articles of Incorporation. These amendments incorporate the increase in number of authorized shares of common stock and the shareholders ability to call a special meeting and were approved by the shareholders as set forth below. A copy of the amendments is attached as exhibit 3.1 and is incorporated by reference herein.

 

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

 

CMS ENERGY CORPORATION

 

At the CMS Energy 2026 annual meeting of shareholders held on May 8, 2026, the shareholders of CMS Energy voted upon the proposals as described in its proxy statement dated March 26, 2026. The results of the shareholder votes are as follows.

 

  1. Proposal to elect 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		  
Deborah H. Butler     249,960,034       20,537,029       210,559       13,820,318  
Ralph Izzo     268,852,301       1,640,726       214,595       13,820,318  
Richard P. Keyes     269,881,299       612,128       214,195       13,820,318  
Diane Leopold     269,940,244       559,566       207,812       13,820,318  
Garrick J. Rochow     251,112,883       19,377,836       216,903       13,820,318  
John G. Russell     246,721,469       23,772,778       213,375       13,820,318  
Suzanne F. Shank     267,923,065       2,575,335       209,222       13,820,318  
Myrna M. Soto     250,164,278       20,328,365       214,979       13,820,318  
John G. Sznewajs     259,536,874       10,955,016       215,732       13,820,318  
Ronald J. Tanski     265,603,191       4,889,866       214,565       13,820,318  
Laura H. Wright     246,189,708       24,303,411       214,503       13,820,318  

 

  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		 
 250,583,557    19,690,248    433,817    13,820,318 

 

 

 

 

  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, 2026 was approved, with a vote as follows:

 

Number of Votes:

 

FOR   AGAINST   ABSTAIN 
 266,522,614    17,797,090    208,236 

 

  4. Proposal to amend the CMS Energy Restated Articles of Incorporation Increasing the Number of Authorized Shares of CMS Common Stock from 350 Million Shares to 700 Million Shares was approved with a vote as follows:

 

Number of Votes:

 

FOR   AGAINST   ABSTAIN 
 272,315,602    11,905,432    306,906 

 

5.Proposal to amend the CMS Energy Restated Articles of Incorporation to Allow Shareholders to Call a Special Meeting was approved, with a vote as follows:

 

Number of Votes:

 

FOR   AGAINST   ABSTAIN   BROKER
NON-VOTE		 
 263,191,924    7,285,900    229,798    13,820,318 

 

6.Shareholder Proposal: Shareholder Right to Act by Written Consent did not receive the majority of votes, with a vote as follows:

 

Number of Votes:

 

FOR   AGAINST   ABSTAIN   BROKER
NON-VOTE		 
 97,341,575    172,764,095    601,952    13,820,318 

 

CONSUMERS ENERGY COMPANY

 

At the concurrent Consumers Energy Company (“Consumers Energy”) 2026 annual meeting of shareholders, the shareholders of Consumers Energy voted upon the proposals as described in its proxy statement dated March 26, 2026. The results of the shareholder votes are as follows.

 

 

 

 

1.Proposal to elect members to the Consumers Energy Board of Directors. All of the nominees were elected with the votes for individual nominees as follows:

 

Number of Votes:                        
    FOR     WITHHOLD     BROKER
NON-VOTE		        
Deborah H. Butler     84,179,961       12,401       158,125          
Ralph Izzo     84,184,068       8,294       158,125          
Richard P. Keyes     84,182,276       10,086       158,125          
Diane Leopold     84,181,238       11,124       158,125          
Garrick J. Rochow     84,183,024       9,338       158,125          
John G. Russell     84,183,043       9,319       158,125          
Suzanne F. Shank     84,180,320       12,042       158,125          
Myrna M. Soto     84,179,668       12,694       158,125          
John G. Sznewajs     84,182,967       9,395       158,125          
Ronald J. Tanski     84,183,489       8,873       158,125          
Laura H. Wright     84,179,964       12,398       158,125          

 

2.Non-binding advisory proposal to approve the compensation paid to Consumers 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		 
 84,170,833    14,625    6,904    158,125 

 

3.Proposal to ratify 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, 2026 was approved, with a vote as follows:

 

Number of Votes:                

 

FOR   AGAINST   ABSTAIN 
 84,334,313    13,542    2,632 

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

3.1Amendments to CMS Energy’s Restated Articles of Incorporation

 

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: May 13, 2026 By: /s/ Melissa M. Gleespen
    Melissa M. Gleespen
    Vice President, Corporate Secretary and Chief Compliance Officer
     
     
    CONSUMERS ENERGY COMPANY
     
Dated: May 13, 2026 By: /s/ Melissa M. Gleespen
    Melissa M. Gleespen
    Vice President, Corporate Secretary and Chief Compliance Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What corporate changes did CMS (CMS) shareholders approve at the 2026 annual meeting?

Shareholders approved amendments to CMS Energy’s Restated Articles of Incorporation. These changes increase the number of authorized shares of common stock and give shareholders the ability to call a special meeting, following prior approval at the 2026 annual meeting.

When were CMS Energy’s charter amendments filed with Michigan regulators?

CMS Energy submitted Certificates of Amendment on May 8, 2026 and May 11, 2026. These filings with the Michigan Department of Licensing and Regulatory Affairs formally incorporated shareholder-approved changes to authorized common shares and special meeting rights.

How strong was support for CMS (CMS) director nominations in 2026?

Support for director nominees was high. For example, Ralph Izzo received 268,852,301 votes for and 1,640,726 votes against, with 214,595 abstentions and 13,820,318 broker non-votes, indicating broad shareholder backing for the board slate.

What were the key voting results for a major CMS Energy proposal in 2026?

One CMS Energy proposal received 250,583,557 votes for and 19,690,248 votes against, with 433,817 abstentions and 13,820,318 broker non-votes. This vote count reflects substantial shareholder support for the proposal described in the March 26, 2026 proxy statement.

How did Consumers Energy Company shareholders vote for directors in 2026?

Consumers Energy shareholders also strongly supported directors. For instance, Laura H. Wright received 84,179,964 votes for and 12,398 votes withheld, with 158,125 broker non-votes. Similar vote patterns appeared across other director nominees at the concurrent 2026 meeting.

What stock exchange listings are associated with CMS (CMS) securities?

CMS Energy’s common stock and several junior subordinated notes and preferred-related securities trade on the New York Stock Exchange. Consumers Energy’s $4.50 Series cumulative preferred stock, $100 par value, is also listed on the New York Stock Exchange.

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