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) November 8, 2019
| 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 |
| | | | | |
| 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange
on which registered |
| CMS Energy Corporation Common Stock, $0.01 par value | | CMS | | New York Stock Exchange |
| CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078 | | CMSA | | New York Stock Exchange |
| CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078 | | CMSC | | New York Stock Exchange |
| CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079 | | CMSD | | New York Stock Exchange |
| Consumers Energy Company Cumulative Preferred Stock, $1.00 par value:$4.50 Series | | CMS-PB | | New York Stock Exchange |
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 ¨ Consumers Energy Company ¨
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 ¨ Consumers Energy Company ¨
| Co-Registrant CIK | 0000201533 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2019-11-08 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Emerging Growth Company | false |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of November 8, 2019, Ronald J. Tanski was elected to the Boards of Directors (“Boards”) of CMS Energy Corporation (“CMS Energy”) and its principal subsidiary, Consumers Energy Company (“Consumers Energy”). Tanski has been appointed to serve on the Compensation and Human Resources and Finance Committees of the Boards.
Prior to his election, and pursuant to CMS Energy’s and Consumers Energy’s Amended and Restated Bylaws, each of the Boards increased its authorized membership from eleven to twelve members.
Tanski served as president and chief executive officer of National Fuel Gas Company (“National Fuel”), a diversified energy company from March 2013, through his retirement on July 1, 2019. Tanski joined National Fuel as an attorney in 1979 and served in positions of increased responsibility during his career. Tanski continues to serve as a director of National Fuel.
Tanski has no prior relationships with CMS Energy or Consumers Energy and there are no arrangements or understandings between Tanski and CMS Energy or Consumers Energy pursuant to which Tanski was elected as a director.
In connection with his election to the Boards, Tanski will enter into Director Indemnification Agreements with CMS Energy and Consumers Energy, effective November 8, 2019. In connection with his election to the CMS Energy Board, on November 8, 2019, Tanski will receive a restricted stock grant, in a pro-rata amount of the annual restricted stock grant provided to non-employee directors in accordance with the CMS Energy Performance Incentive Stock Plan, which description is incorporated herein by reference. Going forward, Tanski will be compensated as described in the proxy statement for CMS Energy’s Annual Meeting of Shareholders held on May 3, 2019, which description is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
99.1 CMS Energy News Release dated November 8, 2019
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
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: November 8, 2019 | By: | /s/ Melissa M. Gleespen |
| | | Melissa M. Gleespen |
| | | Vice President, |
| | | Corporate Secretary and Chief Compliance Officer |
| | | |
| | | CONSUMERS ENERGY COMPANY |
| | | |
| Dated: November 8, 2019 | By: | /s/ Melissa M. Gleespen |
| | | Melissa M. Gleespen |
| | | Vice President, |
| | | Corporate Secretary and Chief Compliance Officer |
