8-KLeadership ChangesExhibits & Filings

CMS ENERGY CORP 8-K Report, Executive Changes (Feb 20, 2026)

Filed February 20, 2026For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corp. (CMS) announced on February 20, 2026, significant changes to its Boards of Directors for both the parent company and its principal subsidiary, Consumers Energy Company. The company elected two new directors, Diane Leopold and Richard P. Keyes, expanding the board size from nine to eleven members. These appointments aim to enhance the board's expertise, with Leopold bringing extensive experience from Dominion Energy, Inc., and Keyes contributing leadership insights from Meijer, Inc. Leopold and Keyes are expected to contribute to key committees, with Leopold joining the Compensation and Human Resources Committee and the Finance Committee, while Keyes will serve on the Audit Committee and Governance, Sustainability and Public Responsibility Committee. Their compensation will be in line with existing non-employee director arrangements, including restricted stock grants. These additions signal a strategic move by CMS Energy to leverage external expertise to support its ongoing governance and strategic initiatives.

Key Highlights

  • 1CMS Energy and Consumers Energy have elected two new directors, Diane Leopold and Richard P. Keyes, to their respective Boards of Directors, effective February 20, 2026.
  • 2The election of new directors increases the authorized board membership from nine to eleven members.
  • 3Diane Leopold, former Executive Vice President and Chief Operating Officer of Dominion Energy, Inc., brings extensive utility industry experience.
  • 4Richard P. Keyes, President and Chief Executive Officer of Meijer, Inc., offers significant leadership and operational expertise.
  • 5Leopold will serve on the Compensation and Human Resources Committee and the Finance Committee.
  • 6Keyes will serve on the Audit Committee and Governance, Sustainability and Public Responsibility Committee.
  • 7New directors will receive restricted stock grants and be compensated in accordance with the company's established director compensation policies.

Frequently Asked Questions

The new directors appointed are Diane Leopold and Richard P. Keyes. Diane Leopold is the former executive vice president and chief operating officer of Dominion Energy, Inc., and Richard P. Keyes is the president and chief executive officer of Meijer, Inc.

The election of Diane Leopold and Richard P. Keyes increases the authorized membership of the Boards of Directors of CMS Energy and Consumers Energy from nine to eleven members.

Diane Leopold has been appointed to serve on the Compensation and Human Resources Committee and the Finance Committee. Richard P. Keyes will serve on the Audit Committee and Governance, Sustainability and Public Responsibility Committee.

In connection with their election, both directors will receive a restricted stock grant and will be compensated going forward in accordance with the company's standard director compensation arrangements, as described in previous proxy statements.