8-K
filed May 13, 2026, 4:05 PM ET
ticker CMS
CIK 0000811156
other material
confidence high
sentiment neutral
materiality 0.30
CMS Energy shareholders approve doubling authorized common stock and special meeting right
CMS ENERGY CORP
- Shareholders approved increasing authorized common stock from 350M to 700M shares (272M for, 11.9M against).
- Shareholders approved amendment allowing shareholders to call a special meeting (263M for, 7.3M against).
- All 11 CMS Energy director nominees elected; say-on-pay and auditor ratification passed.
- Shareholder proposal on right to act by written consent failed (97.3M for, 172.8M against).
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
CMS ENERGY CORP: CMS Energy amended its Restated Articles of Incorporation to increase authorized shares of common stock from 350 million to 700 million and to allow shareholders to call a special meeting (effective 2026-05-11).
- Change
- charter amendment
- Effective
- 2026-05-11
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CMS ENERGY CORP 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, 2026 at the 2026-05-08 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-08
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CMS ENERGY CORP shareholders approved Proposal to elect members to the Consumers Energy Board of Directors. at the 2026-05-08 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-08
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CMS ENERGY CORP 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, 2026 at the 2026-05-08 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-08
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CMS ENERGY CORP shareholders approved 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 at the 2026-05-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-08
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CMS ENERGY CORP shareholders approved Proposal to amend the CMS Energy Restated Articles of Incorporation to Allow Shareholders to Call a Special Meeting at the 2026-05-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-08
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CMS ENERGY CORP 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 2026-05-08 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-08
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CMS ENERGY CORP shareholders rejected Shareholder Proposal: Shareholder Right to Act by Written Consent at the 2026-05-08 meeting.
- Outcome
- failed
- Meeting
- 2026-05-08
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CMS ENERGY CORP shareholders approved Proposal to elect members to the CMS Energy Board of Directors. at the 2026-05-08 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-08
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CMS ENERGY CORP 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 2026-05-08 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-08
Exact text from the filing
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
View on SEC.gov
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