01—Abstract
Summary
Summary of the 8-K filed February 20, 2026. Cited figures are marked; the original filing is the authoritative source.
CMS Energy Corporation (NYSE: CMS) and its principal subsidiary, Consumers Energy Company, filed this 8-K on February 20, 2026 to report the election of two new directors to both boards, effective that day.
Diane Leopold, retired executive vice president and chief operating officer of Dominion Energy, and Richard P. Keyes, president and CEO of Meijer, Inc., join the boards. Each board increased its authorized membership from nine to eleven seats to accommodate them.
For investors, this is a governance filing rather than a financial one. The filing contains no earnings, guidance, balance sheet data, or transaction disclosures. Leopold's three decades of utility operations experience, including her senior operating roles at Dominion, is directly relevant to a regulated electric and gas utility.
Keyes brings more than 35 years of operational, strategic, and leadership experience from a large private retailer. Leopold was appointed to the Compensation and Human Resources and Finance Committees, and Keyes to the Audit and Governance, Sustainability and Public Responsibility Committees. The filing states that neither director had prior relationships with CMS Energy or Consumers Energy, and that no arrangements or understandings exist that led to their elections.
Both directors will receive pro-rata restricted stock grants for the current cycle and will enter into standard director indemnification agreements. Their ongoing compensation follows the non-employee director program described in the 2025 proxy statement.
02—Key points
Key Highlights
- Diane Leopold (retired EVP and COO of Dominion Energy) and Richard P. Keyes (president and CEO of Meijer, Inc.) were elected to the boards of CMS Energy and Consumers Energy, effective February 20, 2026.
- Both boards increased authorized membership from nine to eleven seats under the Amended and Restated Bylaws to accommodate the new directors.
- Leopold joins the Compensation and Human Resources Committee and the Finance Committee, bringing over three decades of regulated utility operations experience.
- Keyes joins the Audit Committee and the Governance, Sustainability and Public Responsibility Committee, adding more than 35 years of retail and business leadership experience.
- Both directors receive pro-rata restricted stock grants under the CMS Energy Performance Incentive Stock Plan and will enter into director indemnification agreements.
- Neither director had prior relationships with CMS Energy or Consumers Energy, and no arrangements or understandings tied to their elections were disclosed.
- The filing contains no financial results, guidance, or transaction disclosures; its significance is governance and board composition.
03—Questions
Frequently Asked Questions
Why did CMS Energy and Consumers Energy expand their boards from nine to eleven members?
The filing does not state a specific strategic reason. It notes that each board increased its authorized membership from nine to eleven under the companies' Amended and Restated Bylaws before electing Leopold and Keyes, which created the two open seats.
What relevant expertise do the new directors bring to a utility board?
Leopold spent her career at Dominion Energy, a regulated public electric utility, rising to executive vice president and chief operating officer, so she has deep utility operations experience. Keyes leads Meijer, a large private retailer, and brings operational, supply chain, and strategic leadership experience. Keyes also serves on several industry and policy-related boards, including Business Leaders for Michigan.
Do the new directors have any conflicts of interest or existing ties to CMS Energy?
According to the filing, neither Leopold nor Keyes had prior relationships with CMS Energy or Consumers Energy, and there are no arrangements or understandings between them and the companies under which they were elected.
How will the new directors be compensated?
In connection with their elections, each will receive a pro-rata share of the annual restricted stock grant provided to non-employee directors under the CMS Energy Performance Incentive Stock Plan. Going forward, they will be compensated as described in the proxy statement for the May 2, 2025 annual meeting, which the filing incorporates by reference.
Does this filing affect CMS Energy's financial outlook?
The filing does not include financial results, guidance, or material financial information. Its direct financial impact is limited to the director compensation and indemnification arrangements described above. Investors should look to CMS Energy's earnings releases and periodic reports for financial performance.
04—Continue