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 16, 2014

 

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

 

At the 2014 annual meeting of shareholders held on May 16, 2014 (“Annual Meeting”), the shareholders of CMS Energy Corporation (“CMS Energy”) approved the CMS Energy Performance Incentive Stock Plan (“Plan”). Among other things, the approval reserved 6,500,000 shares of CMS Energy common stock and extended the term of the plan until May 31, 2024. A description of the Plan is included in CMS Energy’s Proxy Statement filed with the Securities and Exchange Commission on April 4, 2014 under the heading “Proposal 4: Approve the Corporation’s Performance Incentive Stock Plan.” The preceding is qualified in its entirety by reference to the Plan. A copy of the Plan is attached as exhibit 10.1 and is incorporated by reference herein.

 

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

 

CMS ENERGY CORPORATION

 

At the Annual Meeting, the CMS Energy shareholders voted upon five proposals as described in the CMS Energy Proxy Statement dated April 4, 2014. The results of the shareholder votes are as follows:

 

1.              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, 2014 was approved, with a vote as follows:

 

Number of Votes:

 

For

 

Against

 

Abstentions

 

Broker non-votes

 

227,597,650

 

459,959

 

775,402

 

0

 

 

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

 

203,726,776

 

4,153,375

 

1,379,754

 

19,573,106

 

(98

)%

(2

)%

 

 

 

 

 

3.           Proposal to approve the Corporation’s Performance Incentive Stock Plan was approved, with a vote as follows:

 

Number of Votes:

 

For

 

Against

 

Abstentions

 

Broker non-votes

 

201,743,084

 

6,501,016

 

1,015,800

 

19,573,111

 

(97

)%

(3

)%

 

 

 

 

 

2



 

4.                 Proposal to approve the performance measures used in the CMS Incentive Compensation Plan was approved, with a vote as follows:

 

Number of Votes:

 

For

 

Against

 

Abstentions

 

Broker non-votes

 

202,814,358

 

5,323,976

 

1,121,570

 

19,573,107

 

(97

)%

(3

)%

 

 

 

 

 

5.              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

 

Abstentions

 

Broker non-votes

 

Jon E. Barfield

 

207,429,452

 

1,016,449

 

814,376

 

19,572,734

 

Kurt L. Darrow

 

207,846,039

 

608,157

 

806,079

 

19,572,736

 

Stephen E. Ewing

 

207,898,223

 

589,805

 

772,246

 

19,572,737

 

Richard M. Gabrys

 

205,473,876

 

3,003,392

 

783,006

 

19,572,737

 

William D. Harvey

 

207,845,098

 

640,435

 

774,744

 

19,572,734

 

David W. Joos

 

206,642,571

 

1,797,542

 

820,160

 

19,572,738

 

Philip R. Lochner, Jr.

 

189,918,011

 

18,557,087

 

785,177

 

19,572,736

 

John G. Russell

 

207,076,890

 

1,395,217

 

788,166

 

19,572,738

 

Kenneth L. Way

 

205,476,444

 

3,009,149

 

774,681

 

19,572,737

 

Laura H. Wright

 

208,002,684

 

509,382

 

748,213

 

19,572,732

 

John B. Yasinsky

 

205,330,675

 

3,150,049

 

779,552

 

19,572,735

 

 

CONSUMERS ENERGY COMPANY

 

Consumers Energy Company (“Consumers Energy”) did not solicit proxies for the matters submitted to votes at the contemporaneous May 16, 2014 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, 2014. All 84,108,789 shares of Consumers Energy common stock held by CMS Energy were also voted in favor of the approval of the Corporation’s Performance Incentive Stock Plan and in favor of the approval of the performance measures used in the CMS Incentive Compensation Plan.  None of the 373,148 shares of Consumers Energy preferred stock were voted at the Consumers Energy annual meeting of shareholders.

 

3



 

Item 9.01. Financial Statements and Exhibits.

 

(d)         Exhibits.

 

10.1            CMS Energy Performance Incentive Stock Plan, effective June 1, 2014

 

4



 

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 21, 2014

By:

/s/ Thomas J. Webb

 

 

Thomas J. Webb

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

 

 

 

 

 

 

 

CONSUMERS ENERGY COMPANY

 

 

 

Dated: May 21, 2014

By:

/s/ Thomas J. Webb

 

 

Thomas J. Webb

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

5



 

Exhibit Index

 

10.1                        CMS Energy Performance Incentive Stock Plan, effective June 1, 2014

 

6