8-KLeadership ChangesCorporate ChangesExhibits & Filings

CMS ENERGY CORP 8-K Report, Executive Changes (Oct 6, 2004)

Filed October 6, 2004For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation (CMS) and its principal subsidiary, Consumers Energy Company, announced significant leadership changes effective October 1, 2004. David W. Joos has been appointed Chief Executive Officer (CEO) of both CMS Energy and Consumers Energy, while retaining his role as President of CMS Energy. This transition sees Ken Whipple step down as CEO, continuing his role as Chairman for both entities. His employment as an executive officer has terminated as of September 30, 2004, with compensation payouts governed by his existing employment agreement. Further leadership changes include the election of John G. Russell as President and Chief Operating Officer (COO) of Consumers Energy. These executive shifts are accompanied by amendments to the bylaws of both CMS Energy and Consumers Energy, formally separating the roles of Chairman and CEO and aligning with New York Stock Exchange requirements for independent director compensation oversight. The amendments also redefine the President's role at Consumers Energy to specifically encompass the COO duties. These changes signal a move towards a more defined corporate governance structure.

Key Highlights

  • 1David W. Joos appointed Chief Executive Officer (CEO) of CMS Energy and Consumers Energy, effective October 1, 2004.
  • 2Ken Whipple transitions from CEO to Chairman of CMS Energy and Consumers Energy, with his executive officer role terminating September 30, 2004.
  • 3John G. Russell elected President and Chief Operating Officer (COO) of Consumers Energy, effective October 1, 2004.
  • 4Bylaws amended to formally separate the roles of Chairman and CEO at both CMS Energy and Consumers Energy.
  • 5Bylaw amendments ensure officer compensation is determined by a committee of independent directors, adhering to NYSE requirements.
  • 6Consumers Energy's bylaws redefined the President's position to include Chief Operating Officer responsibilities.
  • 7Ken Whipple's prior compensation and awards will be paid according to his existing employment agreement.

Frequently Asked Questions

David W. Joos has been appointed CEO of both CMS Energy and Consumers Energy. Ken Whipple will remain Chairman but has stepped down as CEO. John G. Russell has been elected President and COO of Consumers Energy.

The bylaws were amended to formally separate the Chairman and CEO roles, aligning with corporate governance best practices and NYSE requirements that officer compensation be set by independent directors. Consumers Energy also clarified the President's role as COO.

Ken Whipple's prior compensation and awards will be paid out in accordance with the terms of his existing First Amended and Restated Employment Agreement.

No, John G. Russell has no family relationships with other executive officers or directors, nor does he have a direct or indirect material interest in any transactions involving CMS Energy or its subsidiaries.