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CMS > SEC Filings for CMS > Form 8-K on 21-May-2014All Recent SEC Filings

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Form 8-K for CMS ENERGY CORP


21-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Sec


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

At the 2014 annual meeting of shareholders held on May 16, 2014 ("Annual Meeting"), the shareholders of CMS Energy Corporation ("CMS Energy") approved the CMS Energy Performance Incentive Stock Plan ("Plan"). Among other things, the approval reserved 6,500,000 shares of CMS Energy common stock and extended the term of the plan until May 31, 2024. A description of the Plan is included in CMS Energy's Proxy Statement filed with the Securities and Exchange Commission on April 4, 2014 under the heading "Proposal 4: Approve the Corporation's Performance Incentive Stock Plan." The preceding is qualified in its entirety by reference to the Plan. A copy of the Plan is attached as exhibit 10.1 and is incorporated by reference herein.



Item 5.07. Submission of Matters to a Vote of Security Holders.

CMS ENERGY CORPORATION

At the Annual Meeting, the CMS Energy shareholders voted upon five proposals as described in the CMS Energy Proxy Statement dated April 4, 2014. The results of the shareholder votes are as follows:

1. 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, 2014 was approved, with a vote as follows:

Number of Votes:

For Against Abstentions Broker non-votes 227,597,650 459,959 775,402 0

2. Non-binding advisory proposal to approve the compensation paid to CMS Energy's named executive officers, as disclosed in the 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     Abstentions   Broker non-votes
203,726,776    4,153,375      1,379,754         19,573,106
        (98 )%        (2 )%

3. Proposal to approve the Corporation's Performance Incentive Stock Plan was approved, with a vote as follows:

Number of Votes:



    For         Against     Abstentions   Broker non-votes
201,743,084    6,501,016      1,015,800         19,573,111
        (97 )%        (3 )%


4. Proposal to approve the performance measures used in the CMS Incentive Compensation Plan was approved, with a vote as follows:

Number of Votes:



    For         Against     Abstentions   Broker non-votes
202,814,358    5,323,976      1,121,570         19,573,107
        (97 )%        (3 )%

5. Proposal to elect eleven 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     Abstentions   Broker non-votes
Jon E. Barfield          207,429,452    1,016,449       814,376         19,572,734
Kurt L. Darrow           207,846,039      608,157       806,079         19,572,736
Stephen E. Ewing         207,898,223      589,805       772,246         19,572,737
Richard M. Gabrys        205,473,876    3,003,392       783,006         19,572,737
William D. Harvey        207,845,098      640,435       774,744         19,572,734
David W. Joos            206,642,571    1,797,542       820,160         19,572,738
Philip R. Lochner, Jr.   189,918,011   18,557,087       785,177         19,572,736
John G. Russell          207,076,890    1,395,217       788,166         19,572,738
Kenneth L. Way           205,476,444    3,009,149       774,681         19,572,737
Laura H. Wright          208,002,684      509,382       748,213         19,572,732
John B. Yasinsky         205,330,675    3,150,049       779,552         19,572,735

CONSUMERS ENERGY COMPANY

Consumers Energy Company ("Consumers Energy") did not solicit proxies for the matters submitted to votes at the contemporaneous May 16, 2014 Consumers Energy annual meeting of shareholders. All 84,108,789 shares of Consumers Energy common stock held by CMS Energy were voted in favor of electing the above-named individuals as directors of Consumers Energy and in favor of the ratification of 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, 2014. All 84,108,789 shares of Consumers Energy common stock held by CMS Energy were also voted in favor of the approval of the Corporation's Performance Incentive Stock Plan and in favor of the approval of the performance measures used in the CMS Incentive Compensation Plan. None of the 373,148 shares of Consumers Energy preferred stock were voted at the Consumers Energy annual meeting of shareholders.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 CMS Energy Performance Incentive Stock Plan, effective June 1, 2014


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