8-KLeadership ChangesExhibits & Filings

CMS ENERGY CORP 8-K Report, Executive Changes (Aug 1, 2012)

Filed August 1, 2012For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation (CMS) announced on August 1, 2012, the election of Mr. William D. Harvey to its Board of Directors and the Board of its principal subsidiary, Consumers Energy Company. This appointment, effective immediately, increased the size of both boards from ten to eleven members and fills a vacancy as part of ongoing succession planning. Mr. Harvey brings significant executive experience, having served as chairman and CEO of Alliant Energy Corporation for six years prior to his retirement in March 2012. His background in the energy sector and his directorships in other financial and insurance entities are expected to be valuable assets to CMS Energy's governance. Mr. Harvey's appointment includes participation in the company's director compensation plan, with a pro-rata restricted stock grant vesting over three years, aligning his interests with those of shareholders. He has been assigned to serve on the Compensation and Human Resources and the Governance and Public Responsibility Committees. Investors should note that this filing also incorporates by reference the company's forward-looking statements and risk factors, urging them to review the company's 10-K and 10-Q filings for a comprehensive understanding of potential risks and uncertainties.

Key Highlights

  • 1William D. Harvey appointed to the Boards of Directors of CMS Energy Corporation and Consumers Energy Company, effective August 1, 2012.
  • 2The board size was increased from ten to eleven members to accommodate the new director, indicating proactive succession planning.
  • 3Mr. Harvey brings extensive executive experience, including six years as Chairman and CEO of Alliant Energy Corporation.
  • 4Mr. Harvey's appointment is intended to leverage his expertise in the energy sector for board oversight.
  • 5He will serve on the Compensation and Human Resources and the Governance and Public Responsibility Committees.
  • 6Mr. Harvey will receive a pro-rata restricted stock grant, vesting over three years, aligning his interests with long-term shareholder value.
  • 7The filing incorporates by reference forward-looking statements and risk factors from prior SEC filings, which investors should review.

Frequently Asked Questions

William D. Harvey is a newly elected director to the Boards of CMS Energy and Consumers Energy. He has a strong background in the energy industry, having served as the chairman and chief executive officer of Alliant Energy Corporation for six years before retiring in March 2012. He also holds directorships at other companies, including Sentry Insurance Company.

Mr. Harvey was elected to fill a vacancy created by an increase in the authorized number of board members. This appointment is part of the Boards' ongoing succession planning, intended to bring his extensive executive experience and industry knowledge to the company's governance.

Mr. Harvey will receive compensation consistent with the company's proxy statement, including a pro-rata restricted stock grant that will vest 100% three years from the original grant date. He will also enter into standard Director Indemnification Agreements.

Mr. Harvey has been appointed to serve on the Compensation and Human Resources Committee and the Governance and Public Responsibility Committee of both CMS Energy and Consumers Energy Boards.