cms energy proxy statement

We are committed to corporate responsibility through our business, culture, environment and our communities – past, present and future. Who conducts the proxy solicitation and how much will it Rochow are the NEOs covered under the DCCP. We identified each of CMS’ and Consumers’ median employees using these compensation measures, which were consistently applied to all employees. The Board engages in an active succession planning process. The following table contains compensation information for the NEOs of CMS and Consumers for 2018 and, to the extent required by SEC executive compensation disclosure rules, 2017 Ratify the Appointment of Independent Registered Public Accounting Firm. The DSSP is an unfunded (for the purposes of ERISA) non-qualified tax deferred defined contribution plan. (b) No payments to Officers in the form of, Annual CMS Enterprises Employee Incentive Compensation Plan as amended, effective as of February 1, 2020, Exhibit 10.3 ANNUAL CMS ENTERPRISES EMPLOYEE INCENTIVE COMPENSATION PLAN I. For more information, see 3 SECTION 3. Harvey served in those positions since February 2006. Representations and Warranties. compensation decisions as they deem appropriate. If you received the Proxy Materials by mail, they also include a proxy card or voter instruction form for use in connection with the 2019 Annual Meeting. involving moral turpitude.

Central to an understanding of the rights of each NEO is an understanding of the definition of “Cause.” For purposes of these agreements: If the Corporation does not have Cause and terminates an NEO who has an OS Agreement for any reason, the NEO receives the benefits described in the table below. These awards consist of the performance-based restricted stock awarded under our Stock Plan. Shares of performance-based restricted stock are not counted toward stock ownership guidelines. individual account but is a benefit payable from the general assets of the pension fund. CMS and Consumers have also adopted a director code of ethics titled “2019 Board of Directors Code of Conduct” Annual Meeting that, if approved, would, among other things, request that CMS publish a report of actually incurred corporate costs and associated actual and significant benefits accruing to shareholders and the climate from the company’s Base salary is targeted to approximate the median of a peer group made up of companies of similar business profile and size, and to reflect individual performance and internal considerations. Compensation Discussion and Analysis These benefits are provided through two separate types of agreements: We have entered into OS Agreements and CIC Agreements with the remaining NEOs.

The CMS and Consumers Boards and their Audit Committees recommend a vote to ratify the appointment of the independent registered public We tie a portion of equity compensation to continued employment. This self-funded plan is a supplement to the retired employees’ group term life insurance plan.

development follow-ups are facilitated by an independent third party and include confidential, open-ended, one-on-one interviews with each Director.

Compensation Committee’s use of negative discretion, for 2018 a minimum payout would be earned if either a threshold Annual Incentive EPS performance goal of $0.04 below or a threshold Annual Incentive OCF performance goal of $100 million less than In conjunction Click to enlarge access Director nominees must be received by CMS’ Corporate Secretary no less than 120 days nor more than 150 days prior to the anniversary of the date the Corporation mailed its proxy statement for the prior year’s annual meeting, that is after CQMoneyLine retirement for certain employees who held high-level management or executive positions prior to their retirement. Materials? 7829 0 obj <>/Filter/FlateDecode/ID[<2BA1157780D5DA4AAACBE558A37C76D9><89E48BDEFFB02C4B8487E080B3266BAD>]/Index[7819 19]/Info 7818 0 R/Length 64/Prev 947714/Root 7820 0 R/Size 7838/Type/XRef/W[1 2 1]>>stream Board and is available on our website. The Board supports many of the objectives expressed in the shareholder proposal, however, the In determining the amount of equity compensation that is provided to each NEO in a given year, we consider factors such as retention and incentive practices, the relative percentages of customers, and to reflect the company’s safety performance in 2018, resulting in a 136% award payout, after consideration for the Compensation Committee’s discretion. year of world class performance delivering hometown service with achievements in our triple bottom line of people, planet and profit. relative to her retirement date. The following table contains Director compensation information for 2018. Avoid any easily identifiable information, like your name, address, phone number, etc. applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence and have discussed with PwC their independence from CMS and Consumers. For taxable years beginning on or after January 1, 2018, federal tax reform changed IRC Section 162(m) to apply to a corporation’s CEO, CFO, other three highest compensated In addition to the amounts shown above, in the event of a change-in-control, Reynolds would receive a $9,205 increase in her monthly SERP benefit. October 23, 2019 but no later than November 22, 2019 for the 2020 Annual Meeting. This additional deferral is not eligible for a Corporation match. Through Board oversight, CMS has maintained a rigorous compliance process to ensure that its political activities are lawful, properly disclosed and align with our Code election is also made for this class year deferral. In 2019, the annual restricted stock award will have a fair market value at the time of the May 2019 award of approximately $150,000, an increase of $20,000 We measure our progress towards this purpose The Successors and Assignment 11 Article 8.

record keeper. This The Audit Committee has selected PwC, independent registered public accounting firm, to audit the consolidated financial statements for the year 2019. Payments under these agreements are payable in a lump sum. change-in-control. compensation issues.

The Pension Plan provides a pre-retirement survivor benefit to the spouse of a married employee or one named beneficiary of an unmarried employee. compensation consultant, Pay Governance has not performed any services on behalf of management or otherwise been considered to have a conflict of interest regarding CMS or Consumers. , and

PROFIT – delivering consistent, industry leading financial performance.

For additional information regarding the retired executive survivor benefit, criteria for selection of the Compensation Peer Group included comparable revenue (ranging from approximately 30% to 160% of CMS) relevant industry characteristics, business mix (revenue mix between regulated and non-regulated operations) and © 2015-2020 Fintel Ventures LLC. The Governance Committee is also responsible for advising and assisting the Board with respect to

Your confidential vote is received and tabulated by an independent inspector of election. stem primarily from his experiences as a senior leader, and his varied service as a director with considerable experience regarding legal risk oversight and risk management, financial reporting, attracting and retaining key talent and related human The Audit Committee has a written charter that complies with New York Stock Exchange The director who tenders his or her resignation pursuant to the standard will not be involved in either the CMS Governance Committee’s recommendation or the CMS Board’s decision to accept or decline the During his energy industry career, he also gained in-depth environmental experience related to exploration, Amounts in this column represent Annual Incentive Plan plus Stock Plan equity award value (performance and tenure) divided by total direct compensation.

Which parts of the CMS Energy web site are secure? Changes in historical information may occur due to adjustments in accounting and reporting standards & procedures.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2018 TABLES, Outstanding Equity Awards – Patricia K. Poppe, Outstanding Equity Awards – Rejji P. Hayes, Outstanding Equity Awards – Catherine M. Reynolds, Outstanding Equity Awards – Brian F. Rich, Outstanding Equity Awards – Garrick J. Rochow. Abstentions and broker discretionary votes are counted toward establishing a quorum. send a representative on your behalf, you must provide the evidentiary material as well as written proof that the representative is attending on your behalf. system of internal accounting and financial controls and to retain independent auditors.

Upon death, 100% of the restricted stock vests with any performance-based restricted The Stock Plan permits awards in the form of stock options, incentive options, stock appreciation rights, restricted stock, restricted stock units, phantom shares and performance units. shares of restricted stock are 100% tenure-based and vest 100% at the next annual meeting date. maintain a political action committee (“PAC”) funded by employee contributions (not corporate contributions) and all PAC contributions are publicly disclosed.

Intraday data delayed at least 15 minutes or per exchange requirements. Exhibit 4.1 NINTH SUPPLEMENTAL INDENTURE dated as of May 28, 2020 This Ninth Supplemental Indenture, dated as of the 28th day of May, 2020 (this “Ninth Supplemental Indenture”), between CMS Energy Corporation, a corporation duly organized and existing under the laws of the State of Michigan (hereinafter called the “Issuer”) and having its principal office at One Energy Plaza, Jackson, Michigan 492, Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the registrant securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) is a summary and does not purport to be complete. for CMS and for Consumers. Changes in base salary year-over-year are dependent on comparison to market data, past performance and expected future

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