8-KLeadership ChangesExhibits & Filings

CMS ENERGY CORP 8-K Report, Executive Changes (Feb 19, 2013)

Filed February 19, 2013For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation (CMS) announced on February 18, 2013, a change in its Board of Directors. Ms. Laura H. Wright was elected to the Boards of both CMS Energy and its principal subsidiary, Consumers Energy. This addition resulted from an increase in the authorized membership of both boards from eleven to twelve directors, aligning with the company's ongoing succession planning efforts. Ms. Wright brings extensive financial expertise, having retired from Southwest Airlines in 2012 after serving as senior vice president of finance and chief financial officer. Her appointment to the Audit and Finance Committees is expected to leverage her significant experience in financial oversight and strategy. As part of her compensation, she will receive a restricted stock grant that vests over three years, in addition to standard director compensation.

Key Highlights

  • 1Laura H. Wright elected to the Boards of Directors of CMS Energy and Consumers Energy.
  • 2Board size increased from eleven to twelve members for both CMS Energy and Consumers Energy.
  • 3Ms. Wright's election is part of the company's ongoing succession planning.
  • 4Ms. Wright brings significant financial and accounting expertise, having previously served as CFO of Southwest Airlines.
  • 5Ms. Wright has been appointed to serve on the Audit and Finance Committees.
  • 6Ms. Wright will receive a restricted stock grant vesting over three years as part of her compensation.
  • 7No prior relationship existed between Ms. Wright and CMS Energy or Consumers Energy.

Frequently Asked Questions

Laura H. Wright is a former senior vice president of finance and chief financial officer of Southwest Airlines. She was appointed to the Boards of Directors of CMS Energy and Consumers Energy as part of the companies' ongoing succession planning. Her extensive financial background is expected to be valuable to the board.

The increase in board size from eleven to twelve members for both CMS Energy and Consumers Energy accommodates the addition of Ms. Wright. This action is presented as part of the companies' proactive succession planning strategy.

Ms. Wright has been appointed to serve on the Audit Committee and the Finance Committee of both the CMS Energy and Consumers Energy Boards.

Ms. Wright will receive a restricted stock grant, prorated based on the annual grant for non-employee directors, which will vest 100% three years from the grant date. She will also receive director compensation as previously described in CMS Energy's proxy statement.