--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-058008" form_type: "8-K" ticker: "CMS-PB" cik: "0000201533" company_name: "CONSUMERS ENERGY CO" filed_at: "2024-05-07T23:59:59+00:00" generated_at: "2026-06-02T21:05:45.924704+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # CMS Energy shareholders approve elimination of supermajority vote requirements ## Summary - Amendment to Restated Articles to remove supermajority provisions approved with 244.97M votes for, 5.72M against. - All 11 director nominees elected; no vote totals below 237M for any CMS director. - Advisory say-on-pay approved with 235.44M for, 12.59M against. - Ratification of PricewaterhouseCoopers as auditor approved (257.62M for). ## SEC filing metadata - accession: 0001104659-24-058008 - form_type: 8-K - ticker: CMS-PB - cik: 0000201533 - company_name: CONSUMERS ENERGY CO - filed_at: 2024-05-07T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/201533/000110465924058008/0001104659-24-058008-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/201533/000110465924058008/tm2413710d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-058008 - JSON: https://secwatch.observer/filing/0001104659-24-058008.json - Plain text: https://secwatch.observer/filing/0001104659-24-058008.txt ## Key facts - Governance Changes CONSUMERS ENERGY CO: Eliminated supermajority vote requirements from CMS Energy Restated Articles of Incorporation (effective 2024-05-07). - Change: charter amendment - Effective: 2024-05-07 source text: On May 7, 2024, CMS Energy Corporation (“CMS Energy”) submitted to the Michigan Department of Licensing and Regulatory Affairs a Certificate of Amendment to the CMS Energy Restated Articles of Incorporation. This amendment eliminated supermajority vote requirements and was approved by the shareholders as set forth below. evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465924058008/0001104659-24-058008-index.htm - Shareholder Votes CONSUMERS ENERGY CO shareholders approved Election of directors to the CMS Energy Board of Directors at the 2024-05-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-03 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 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465924058008/0001104659-24-058008-index.htm - Shareholder Votes CONSUMERS ENERGY CO shareholders approved Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit CMS Energy’s financial statements at the 2024-05-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-03 source text: 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, 2024 was approved, with a vote as follows: Number of Votes: FOR AGAINST ABSTAIN BROKER NON-VOTE 257,619,141 6,082,043 262,487 0 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465924058008/0001104659-24-058008-index.htm - Shareholder Votes CONSUMERS ENERGY CO shareholders approved Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit Consumers Energy’s financial statements at the 2024-05-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-03 source text: 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, 2024 was approved, with a vote as follows: Number of Votes: FOR AGAINST ABSTAIN BROKER NON-VOTE 84,342,939 1,165 1,625 0 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465924058008/0001104659-24-058008-index.htm - Shareholder Votes CONSUMERS ENERGY CO shareholders approved Amend the CMS Energy Restated Articles of Incorporation to eliminate supermajority vote requirements at the 2024-05-03 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-03 source text: 4. Proposal to amend the CMS Energy Restated Articles of Incorporation to eliminate supermajority vote requirements was approved, with a vote as follows: Number of Votes: FOR AGAINST ABSTAIN BROKER NON-VOTE 244,970,547 5,722,292 261,465 13,009,367 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465924058008/0001104659-24-058008-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 at the 2024-05-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-03 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 84,176,950 13,081 5,823 149,875 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465924058008/0001104659-24-058008-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 at the 2024-05-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-03 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 235,442,409 12,588,863 2,923,032 13,009,367 evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465924058008/0001104659-24-058008-index.htm - Shareholder Votes CONSUMERS ENERGY CO shareholders approved Election of directors to the Consumers Energy Board of Directors at the 2024-05-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-03 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 WITHHOLD BROKER NON-VOTE evidence_url: https://www.sec.gov/Archives/edgar/data/201533/000110465924058008/0001104659-24-058008-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.