CMS Energy (CMS) Proxy Filing summary

Executive summary

• The 2026 virtual annual meeting will address director elections, executive compensation, auditor ratification, amendments to the articles of incorporation, and a shareholder proposal on written consent.

• Shareholders will vote on increasing authorized common stock, allowing shareholders to call special meetings, and a shareholder right to act by written consent.

• The board recommends voting for all management proposals and against the shareholder proposal.

Voting matters and shareholder proposals

• Election of 11 director nominees, all currently serving, including two new appointees in 2026.

• Advisory vote on executive compensation, with prior strong shareholder support (93%).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proposal to double authorized common stock from 350M to 700M shares for future flexibility.

• Proposal to allow shareholders with 10% ownership to call special meetings.

• Shareholder proposal to permit action by written consent, opposed by the board.

Board of directors and corporate governance

• Board consists of 11 members, 91% independent, with diverse expertise in leadership, finance, utilities, and sustainability.

• Chairman and CEO roles are separated; presiding director is independent.

• Annual board and committee self-evaluations and third-party peer reviews.

• Directors are subject to tenure limits and stock ownership guidelines.

• Shareholder engagement includes proxy access bylaws and multiple communication channels.