th 0 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. Board. election is also made for this class year deferral. All forward-looking statements shoul, Exhibit 99.1 First Quarter 2019 April 25, 2019 Results and Outlook FOCUSED ON WORLD CLASS PERFORMANCE This presentation is made as of the date hereof and contains “forward-looking statements” as defined in Rule 3b-6 of the Securities Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. The Pension Plan provides a Board and Committee Information Equity compensation is provided through the Performance Incentive Stock Plan (“Stock Plan”). below. Vesting of such awards is subject to the achievement of He has been a director of CMS and Consumers since August 2012. below, for a description of such agreements. information contained in this report is based on ASC 715 assumptions and is applied using the age at which a benefit is unreduced. annual meeting. This statement has been designed to help you understand the security measures CMS Energy has taken to protect the information you send us via the Internet. disability retirement benefit to employees with at least 15 years of service who are found by the Corporation to be totally and permanently disabled equal to $26.00 for each year of plan service, plus an additional $350 per month if the participant • Review political and charitable contributions. stock; Employment agreements. We urge your support for this Director candidates are sought whose particular background, experiences and qualities meet the needs of the Board. an additional retention mechanism that is not subject to the year-to-year fluctuations of any performance measurement although the value is subject to the performance of our stock price. between the Corporation and its subsidiaries and each non-employee director. He served from May 2010 to July 2016 as president and chief executive officer of CMS Energy and president and chief executive officer of Consumers Energy. office to more than 35 miles from its location at the time of entry into the CIC Agreement. Narrative to 2018 Directors’ Compensation Table. independent directors; and (5) perform such other duties as may be assigned by the Board from time to time. 2018 NEO compensation decisions and a larger peer group, the Performance Peer Group shown below, as a reference for relative performance. The Defined Contribution SERP (“DC SERP”) is a nonqualified tax deferred defined contribution plan established for employees, including NEOs, not eligible to participate in for the equity to vest). 2004 to May 2010 as president and chief operating officer of Consumers Energy; he served from December 2001 to July 2004 as executive vice president and president and chief executive officer—electric of Consumers Energy; and from July 2004 to October Please see Due to complications that arise in the event of a contested election of directors, this standard would not apply in that context, and the underlying plurality vote requirement of Michigan law would control any contested director elections. below. provide interim executive and financial management to growth and non-profit companies after her retirement in 2012. Sale and Delivery; Settlement 19 SECTION 8. l�ؔc`6B�*�%�� ���u�e�nNB�{H ���S��PY�� >:6E lP�DGf��� � The following DSSP and DC SERP executive and registrant contributions were previously reported as compensation in the Summary Compensation Tables for 2017 and 2016, respectively: Poppe $529,982/$125,667; Hayes $58,900/$0; Reynolds The Compensation Committee may also, at its discretion, require a return of a benefit or award in the event of a mistake or accounting error in The company’s adjusted net income, Exhibit 99.2 Third Quarter 2020 Results and Outlook October 29, 2020 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. with a value of one to five times base salary, depending on his or her position. For additional information, see DC SERP, under The terms "we" and "our" as used in this proxy statement generally refer to CMS Energy Corporation and its collective affiliates, including its principal subsidiary Consumers Energy Company ("Consumers"). The NEOs generally receive from 35% to 58% of their total direct compensation in the form of base salary and cash incentive awards under our Annual Description of Shares. The Elements of Our Executive Compensation Program, Equity Compensation, Plan At the minimum retirement age of 55, 65% of the normal retirement age (age 65) benefit is available. All of the services performed by the principal independent registered public accounting firm were approved in accordance with the policy in 2018. size-adjusts based on CMS’ revenues to provide additional market context to the Compensation Peer Group. regulations. For performance-based restricted stock awards, in lieu of dividends, recipients receive additional performance-based shares of restricted stock that will : http://followthemoney.org). Each January, the Compensation Committee determines the base salary for each then-serving NEO. Non-employee directors receive an annual retainer fee and restricted stock award for service on the CMS and Consumers Boards and additional annual retainer fees for certain Committee positions. measures applicable to the underlying restricted stock. Contribution Plan. Base salary is included in the NEO’s annual compensation package Contributions in Upon retirement or disability, tenure-based restricted stock awards will vest on a pro-rata basis based upon the service provided prior to retirement or disability while performance-based restricted stock awards vest at CMS Energy has implemented numerous levels of security to protect the information you share with us. maintain a political action committee (“PAC”) funded by employee contributions (not corporate contributions) and all PAC contributions are publicly disclosed. Exhibit 4.1 EIGHTH SUPPLEMENTAL INDENTURE dated as of February 20, 2019 This Eighth Supplemental Indenture, dated as of the 20th day of February, 2019 (this “Eighth 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, Exhibit 4.1 ONE HUNDRED THIRTY-THIRD SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, $100,000,000 3.68% First Mortgage Bonds Due 2027 $215,000,000 4.01% First Mortgage Bonds Due 2038 $185,000,000 4.28% First Mortgage Bonds Due 2057 Dated as of October 1, 2018 CONSUMERS ENERGY COMPANY TO THE BANK OF NEW YORK MELLON, TRUSTEE Counterpart of 100 THIS ONE HUNDRED THIRTY-TH, 7th dated as of 9/26/18 (Form 8-K filed September 26, 2018), Exhibit 4.1 SEVENTH SUPPLEMENTAL INDENTURE dated as of September 26, 2018 This Seventh Supplemental Indenture, dated as of the 26th day of September, 2018 (this “Seventh 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, Jac. Please vote all of the proxies that you receive and consider consolidating accounts. associations’ positions or views, nor do we control their political activity in any way. We have generally followed a practice of making all equity awards to our officers on a single date each year. How many shares must be present to hold the Annual Shareholders may also contact the Board with any inquiry or issue, by the methods described below and the Board Over the past seven years, the Board has added seven new directors. If a stock option were to be granted, the Fees Paid to the Independent Registered Public Accounting Firm. and financial reports made at Board and Committee meetings. responsibility for Consumers Energy’s electric and natural gas distribution systems, energy operations and electric transmission. SALE AND PURCHASE OF BONDS; SECURITY FOR THE BONDS 1 Section 2.1. see established based on the Board-approved budget for the year at $1,650 million, which remained flat from 2017 due to uncertainty related to pending Michigan Public Service endstream endobj startxref The latest Director peer evaluation (“Principles”) As part of our overall corporate governance, we have an on-going outreach program to develop and maintain communication with our investors in regard to governance and Directors, Section 16(a) Beneficial Ownership Reporting Compliance, Proposal 2: Approve, on an Advisory Basis, Executive Compensation, Proposal 3: Ratify the Appointment of Independent Registered Public Accounting Firm. All rights reserved. The performance period for each performance-based grant is as follow: The value realized is based upon the CMS common stock closing price of $44.05 on January 21, 2018 and $43.81 on March 21, 2018. under Rule 14a-4(c) under the Exchange Act to vote AGAINST the Floor Proposal. $3,562,486 for Poppe; $892,514 for Hayes; $750,044 for Reynolds; $412,534 for Rich; and $581,288 for Rochow; Narrative to 2018 Summary Compensation Table. as determined by the Board, in accordance with the NYSE listing standards, applicable rules and regulations of the SEC, our more stringent Independence Standards, as set forth in our Principles, and taking into consideration all business relationships The Corporation sponsors tax-qualified pension and retirement savings plans that cover a broad group of employees. In lieu of dividends, recipients receive additional shares of restricted stock that vest based on the same performance measures applicable to the underlying restricted He is a general partner of Shade Tree Investments Limited Partnership, a private Resolved The Elements of Our Executive Compensation Program. Our policies, including the governance and decision-making process for corporate political contributions, are described in detail at https://www.cmsenergy.com/corporate-governance/political-engagement. The Supreme Court recognized this in its 2010 His extensive background and Related Party enters into a transaction in which we are participating, the transaction amount is more than $10,000 and the Related Party has or will have a direct or indirect material interest (“Related Party Transaction”). expenses incurred in attending Board or Committee meetings and other company business. separation and change-in-control benefits upon a qualifying termination of employment. re-pricing of restricted stock options by reducing the exercise price; cancellation of previously granted stock options and subsequent re-grant at a lower exercise price than the canceled stock option. Technologies such as encryption and user verification are used in certain areas of our web site where sensitive information may be viewed and/or submitted. Policies and procedures for making direct or indirect contributions and expenditures with corporate funds or assets to: Participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or to.
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