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CMS > SEC Filings for CMS > Form 8-K on 1-Aug-2012All Recent SEC Filings

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Form 8-K for CMS ENERGY CORP


1-Aug-2012

Change in Directors or Principal Officers, Financial Statements and Exhibits


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

Mr. William D. Harvey has been elected to the Boards of Directors ("Boards") of CMS Energy Corporation ("CMS Energy") and its principal subsidiary, Consumers Energy Company ("Consumers Energy"), effective August 1, 2012. Prior to Mr. Harvey's appointment, and pursuant to CMS Energy's and Consumers Energy's Bylaws, the Boards increased their authorized membership from ten members to eleven members. Mr. Harvey was elected to fill the vacancy on CMS Energy's and Consumers Energy's Boards resulting from this increase in the size of the Boards as part of ongoing succession planning by the Boards.

Mr. Harvey served for six years as the chairman and chief executive officer of Alliant Energy Corporation ("Alliant Energy") and its two utility subsidiaries, Interstate Power & Light Company and Wisconsin Power & Light. He retired in March 2012 after 25 years of service with the company.

Alliant Energy, headquartered in Madison, Wisconsin, is an energy services provider with subsidiaries serving approximately one million electric customers and more than 410,000 natural gas customers.

Mr. Harvey also serves as a director of Sentry Insurance Company. He holds a bachelor's degree in economics and a law degree, both from the University of Wisconsin.

Mr. Harvey has no prior relationship with CMS Energy or Consumers Energy and there are no arrangements or understandings between Mr. Harvey and CMS Energy or Consumers Energy pursuant to which Mr. Harvey was elected as a director. He has been appointed to serve on the Compensation and Human Resources and the Governance and Public Responsibility Committees of the Boards.

Mr. Harvey entered into Director Indemnification Agreements with CMS Energy and Consumers Energy, effective August 1, 2012. In connection with his election to the CMS Energy Board, Mr. Harvey will receive a restricted stock grant, in a pro-rata amount of the annual restricted stock grant provided to non-employee directors, effective on August 1, 2012, and such restricted shares will vest 100% three years from the original grant date. Going forward, Mr. Harvey will receive director compensation as described in the proxy statement for CMS Energy's Annual Meeting of Shareholders held on May 18, 2012, which description is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 CMS Energy Corporation News Release dated August 1, 2012


This Form 8-K contains "forward-looking statements" as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with "FORWARD-LOOKING STATEMENTS AND INFORMATION" and "RISK FACTORS" sections of CMS Energy Corporation's ("CMS Energy") Form 10-K and Consumers Energy Company's ("Consumers Energy") Form 10-K each for the Year Ended December 31, 2011 and as updated in CMS Energy's and Consumers Energy's Forms 10-Q for the Quarters Ended March 31, 2012 and June 30, 2012. CMS Energy's and
Consumers Energy's "FORWARD-LOOKING STATEMENTS AND INFORMATION" and "RISK FACTORS" sections are incorporated herein by reference and discuss important factors that could cause CMS Energy's and Consumers Energy's results to differ materially from those anticipated in such statements.


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