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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 4, 2018
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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 | ||
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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))
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 CMS Energy Corporation (CMS Energy) 2018 annual meeting of shareholders held on May 4, 2018, the shareholders of CMS Energy voted upon the proposals as described in its proxy statement dated March 22, 2018. The results of the shareholder votes are as follows.
1. Proposal to elect ten 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:
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER |
Jon E. Barfield |
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220,531,945 |
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2,670,287 |
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214,993 |
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17,578,388 |
Deborah H. Butler |
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222,845,365 |
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240,296 |
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331,564 |
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17,578,388 |
Kurt L. Darrow |
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222,463,629 |
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735,273 |
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218,323 |
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17,578,388 |
Stephen E. Ewing |
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222,821,294 |
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343,904 |
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252,027 |
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17,578,388 |
William D. Harvey |
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222,938,446 |
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258,948 |
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219,831 |
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17,578,388 |
Patricia K. Poppe |
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222,961,935 |
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261,562 |
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193,728 |
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17,578,388 |
John G. Russell |
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221,703,425 |
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1,478,724 |
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235,076 |
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17,578,388 |
Myrna M. Soto |
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222,949,341 |
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267,413 |
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200,471 |
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17,578,388 |
John G. Sznewajs |
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222,964,771 |
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238,201 |
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214,253 |
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17,578,388 |
Laura H. Wright |
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222,108,031 |
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1,072,422 |
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236,772 |
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17,578,388 |
2. Non-binding advisory proposal to approve the compensation paid to CMS Energys 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:
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER |
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220,067,192 |
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2,952,163 |
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397,870 |
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17,578,388 |
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99% |
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1% |
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3. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit CMS Energys financial statements for the year ending December 31, 2018 was approved, with a vote as follows:
Number of Votes:
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER |
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236,930,090 |
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3,773,560 |
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291,963 |
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0 |
4. Shareholder proposal relating to political contributions disclosure, more fully described in its proxy statement, was not approved, with a vote as follows:
Number of Votes:
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER |
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99,037,582 |
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120,270,951 |
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4,108,692 |
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17,578,388 |
CONSUMERS ENERGY COMPANY
At the concurrent Consumers Energy Company (Consumers) 2018 annual meeting of shareholders, the shareholders of Consumers voted upon the proposals as described in its proxy statement dated March 22, 2018. The results of the shareholder votes are as follows.
1. Proposal to elect ten members to the Consumers board of directors. All of the nominees were elected with the votes for individual nominees as follows:
Number of Votes:
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER |
Jon E. Barfield |
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84,198,400 |
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4,170 |
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4,678 |
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186,170 |
Deborah H. Butler |
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84,198,021 |
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4,819 |
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4,408 |
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186,170 |
Kurt L. Darrow |
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84,197,263 |
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5,577 |
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4,408 |
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186,170 |
Stephen E. Ewing |
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84,197,523 |
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5,317 |
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4,408 |
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186,170 |
William D. Harvey |
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84,197,360 |
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5,480 |
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4,408 |
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186,170 |
Patricia K. Poppe |
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84,199,200 |
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3,340 |
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4,708 |
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186,170 |
John G. Russell |
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84,199,063 |
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3,777 |
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4,408 |
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186,170 |
Myrna M. Soto |
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84,199,313 |
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3,527 |
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4,408 |
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186,170 |
John G. Sznewajs |
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84,198,963 |
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3,877 |
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4,408 |
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186,170 |
Laura H. Wright |
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84,199,460 |
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3,555 |
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4,233 |
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186,170 |
2. Non-binding advisory proposal to approve the compensation paid to Consumers 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:
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER |
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84,184,228 |
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16,256 |
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6,764 |
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186,170 |
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 |
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2 YEARS |
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3 YEARS |
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ABSTAIN |
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BROKER NON- |
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84,192,338 |
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5,024 |
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4,439 |
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5,447 |
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186,170 |
As a result of the outcome of the vote by shareholders at the annual meeting of shareholders on May 4, 2018 regarding the frequency of an advisory vote by the shareholders on executive compensation, the Consumers 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 Consumers Board of Directors.
4. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit Consumers financial statements for the year ending December 31, 2018 was approved, with a vote as follows:
Number of Votes:
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER |
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84,375,359 |
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9,877 |
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8,182 |
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0 |
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.
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CMS ENERGY CORPORATION |
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Dated: May 4, 2018 |
By: |
/s/ Melissa M. Gleespen |
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Melissa M. Gleespen |
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Vice President, Corporate Secretary and |
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CONSUMERS ENERGY COMPANY |
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Dated: May 4, 2018 |
By: |
/s/ Melissa M. Gleespen |
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Melissa M. Gleespen |
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Vice President, Corporate Secretary and |