CMS Energy (CMS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 2, 2025, with shareholders able to participate and vote online from any location.

• Key proposals include electing 10 directors, approving executive compensation, ratifying the independent auditor, and a shareholder proposal on special meetings.

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

• The company emphasizes its purpose of providing safe, reliable, affordable, clean, and equitable energy, with a focus on digital transformation and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote on electing 10 director nominees, approving executive compensation, ratifying the appointment of PwC as auditor, and, for CMS shareholders, a proposal to allow 10% of shareholders to call a special meeting.

• The board opposes the special meeting proposal, citing strong existing governance, potential for misuse, and inconsistency with market practice.

Board of directors and corporate governance

• The board consists of 10 nominees with diverse backgrounds in leadership, finance, operations, and sustainability; 90% are independent.

• The roles of CEO and Chairman are separated to enhance oversight; a Presiding Director is also appointed.

• The board conducts annual self-evaluations and periodic peer reviews, and all directors meet independence and service guidelines.

• Shareholder engagement is ongoing, with multiple channels for communication and feedback.