--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-058044" form_type: "8-K" ticker: "CMS-PB" cik: "0000201533" company_name: "CONSUMERS ENERGY CO" filed_at: "2023-05-10T23:59:59+00:00" generated_at: "2026-06-15T07:16:11.623665+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # CMS Energy and Consumers Energy annual meetings approve all directors, say-on-pay, auditor ## Summary - All 11 CMS Energy director nominees elected with over 96% support; similar results at Consumers Energy. - Non-binding say-on-pay passed at CMS Energy with ~96% of votes cast; also approved at Consumers Energy. - Shareholders favored annual say-on-pay frequency; both boards adopted 1-year cycle. - Ratification of PwC as auditor for 2023 approved overwhelmingly at both entities. ## SEC filing metadata - accession: 0001104659-23-058044 - form_type: 8-K - ticker: CMS-PB - cik: 0000201533 - company_name: CONSUMERS ENERGY CO - filed_at: 2023-05-10T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/201533/000110465923058044/0001104659-23-058044-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/201533/000110465923058044/tm2315151d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-058044 - JSON: https://secwatch.observer/filing/0001104659-23-058044.json - Plain text: https://secwatch.observer/filing/0001104659-23-058044.txt ## Key facts - Shareholder Votes CONSUMERS ENERGY CO shareholders approved Proposal to elect members to the Consumers Energy Board of Directors. at the 2023-05-05 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-05 source text: 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 AGAINST ABSTAIN BROKER NON-VOTE Jon E. Barfield 84,189,573 6,677 2,733 128,033 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465923058044/0001104659-23-058044-index.htm - Shareholder Votes CONSUMERS ENERGY CO shareholders approved Proposal to elect members to the CMS Energy Board of Directors. at the 2023-05-05 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-05 source text: 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 Jon E. Barfield 238,065,814 8,845,346 334,774 11,719,588 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465923058044/0001104659-23-058044-index.htm - Shareholder Votes CONSUMERS ENERGY CO shareholders approved Non-binding vote on the frequency of holding a shareholder advisory vote on executive compensation at the 2023-05-05 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-05 source text: 3. Non-binding vote on the frequency of holding a shareholder advisory vote on executive compensation with a vote as follows: Number of Votes: 1 YEAR 2 YEARS 3 YEARS ABSTAIN BROKER NON-VOTE 245,135,849 213,441 1,485,193 411,451 11,719,588 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465923058044/0001104659-23-058044-index.htm - Shareholder Votes CONSUMERS ENERGY CO shareholders approved Non-binding vote on the frequency of holding a shareholder advisory vote on executive compensation at the 2023-05-05 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-05 source text: 3. Non-binding vote on the frequency of holding a shareholder advisory vote on executive compensation with a vote as follows: Number of Votes: 1 YEAR 2 YEARS 3 YEARS ABSTAIN BROKER NON-VOTE 84,184,521 7,002 3,877 3,583 128,033 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465923058044/0001104659-23-058044-index.htm - Shareholder Votes CONSUMERS ENERGY CO shareholders approved 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, 2023 at the 2023-05-05 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-05 source text: 4. 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, 2023 was approved, with a vote as follows: Number of Votes: FOR AGAINST ABSTAIN BROKER NON-VOTE 256,295,487 2,337,093 332,942 0 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465923058044/0001104659-23-058044-index.htm - Shareholder Votes CONSUMERS ENERGY CO shareholders approved 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 at the 2023-05-05 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-05 source text: 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 236,954,274 8,414,358 1,877,302 11,719,588 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465923058044/0001104659-23-058044-index.htm - Shareholder Votes CONSUMERS ENERGY CO shareholders approved 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 compens at the 2023-05-05 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-05 source text: 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 84,175,436 16,658 6,889 128,033 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465923058044/0001104659-23-058044-index.htm - Shareholder Votes CONSUMERS ENERGY CO shareholders approved 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, 2023 at the 2023-05-05 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-05 source text: 4. 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, 2023 was approved, with a vote as follows: Number of Votes: FOR AGAINST ABSTAIN BROKER NON-VOTE 84,322,332 2,463 2,221 0 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465923058044/0001104659-23-058044-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.