8-K

 

 

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) May 18, 2012

 

Commission

File Number

  

Registrant; State of Incorporation;

      Address; and Telephone Number          

  

IRS Employer

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))

 

 

 

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

CMS ENERGY CORPORATION

At the CMS Energy Corporation (CMS Energy) annual meeting of shareholders held on May 18, 2012, the CMS Energy shareholders voted upon three proposals as described in the CMS Energy Proxy Statement dated April 6, 2012. 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, 2012 was approved, with a vote as follows:

Number of Votes:

    For    Against    Abstentions    Broker non-votes
 

230,844,570

    331,490    306,448    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
  204,359,887    5,531,435    866,068    20,725,118
  (97.36%)    (2.64%)      

 

  3. Proposal to elect ten 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

Merribel S. Ayres

    207,340,011    3,076,128    341,739    20,724,630

Jon E. Barfield

    208,083,639    2,310,403    363,836    20,724,630

Stephen E. Ewing

    207,919,763    2,499,952    338,160    20,724,633

Richard M. Gabrys

    208,255,091    2,146,210    356,574    20,724,633

David W. Joos

    208,214,959    2,141,816    401,098    20,724,635

Philip R. Lochner, Jr.

    208,793,328    1,606,531    358,014    20,724,635

Michael T. Monahan

    209,516,519       885,578    355,778    20,724,633

John G. Russell

    208,603,389    1,802,568    351,921    20,724,630

Kenneth L. Way

    205,424,537    4,980,175    353,160    20,724,636

John B. Yasinsky

    205,324,647    5,081,511    351,714    20,724,636

CONSUMERS ENERGY COMPANY

Consumers Energy Company (Consumers Energy) did not solicit proxies for the matters submitted to votes at the contemporaneous May 18, 2012 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, 2012. None of the 441,599 shares of Consumers Energy preferred stock were voted at the annual meeting.

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: May 23, 2012   By:  

/s/ Thomas J. Webb

  
    Thomas J. Webb  
    Executive Vice President and  
    Chief Financial Officer  

 

  CONSUMERS ENERGY COMPANY  
Dated: May 23, 2012   By:  

/s/ Thomas J. Webb

  
    Thomas J. Webb  
    Executive Vice President and  
    Chief Financial Officer