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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 15, 2025
| Commission | Registrant; State of Incorporation; | IRS Employer | ||
| File Number | Address; and Telephone Number | Identification No. | ||
| 1-9513 |
CMS ENERGY CORPORATION (A Michigan Corporation) |
38-2726431 | ||
| 1-5611 |
CONSUMERS ENERGY COMPANY (A
Michigan Corporation) |
38-0442310 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
||
| CMS Energy Corporation Common Stock, $0.01 par value | CMS | New York Stock Exchange | ||
| CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078 | CMSA | New York Stock Exchange | ||
| CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078 | CMSC | New York Stock Exchange | ||
| CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079 | CMSD | New York Stock Exchange | ||
| CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C | CMS PRC | New York Stock Exchange | ||
| Consumers Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series | CMS-PB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company: CMS Energy Corporation ¨ Consumers Energy Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. CMS Energy Corporation ¨ Consumers Energy Company ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 8.01 Other Events.
On May 15, 2025, CMS Energy Corporation (“CMS Energy”) announced a new corporate organizational structure to support the company’s operational transformation and long-term company strategy. The new structure, including new leadership roles and business units, will take effect on July 1, 2025.
Tonya L. Berry will be named CMS Energy and Consumers Energy Company’s (“Consumers”) executive vice president and chief operating officer. Berry’s biographical information and CMS Energy’s and Consumers’ executive compensation program and other relevant information can be found in the “Information About CMS Energy’s and Consumers’ Executive Officers” section of the CMS Energy Form 10-K filed February 11, 2025 and the CMS Energy Proxy Statement filed March 20, 2025, respectively, which are incorporated in this Item 5.02 by reference.
Additional leadership roles are described in the CMS Energy News Release which is filed as Exhibit 99.1 to this report and incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | CMS Energy News Release dated May 15, 2025 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| CMS ENERGY CORPORATION | ||
| Dated: May 15, 2025 | By: | /s/ Shaun M. Johnson |
| Shaun M. Johnson | ||
| Senior Vice President and General Counsel | ||
| CONSUMERS ENERGY COMPANY | ||
| Dated: May 15, 2025 | By: | /s/ Shaun M. Johnson |
| Shaun M. Johnson | ||
| Senior Vice President and General Counsel | ||
Exhibit 99.1
CMS Energy Announces New Organizational Structure to Support its Long-Term Company Strategy
JACKSON, Mich., May 15, 2025 – CMS Energy announced today a new corporate organizational structure to support the company’s operational transformation and long-term company strategy. The new structure, including new leadership roles and business units, will take effect on July 1, 2025.
“CMS Energy’s future strategy, long-term ambitions and business unit roadmaps will provide safe, reliable, affordable, clean and equitable energy for our customers and prepare our company for the future. This new organizational design will be a key enabler to serve our customers through consistent delivery of results across the triple bottom line of people, planet and prosperity,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy.
The new organization will enable our continued commitment to excellence in customer service and operational success within the core business units focused on strategy execution. The new structure also organizes CMS Energy’s four key business units with the continued focus of the customer at the center of the business.
The company will make the following leadership appointments:
| · | Customer. Lauren Snyder will be named senior vice president, chief customer and growth officer and will oversee Customer Operations, Customer Experience, Sales, Marketing and Customer Programs with a continued focus on customer needs and Economic Development. |
| · | Operations & Engineering. Tonya Berry will be named executive vice president & chief operating officer and have responsibility for the following teams: Electric Supply, Electric Distribution, and Natural Gas Delivery. The new operational business units will be run by the following individuals: |
| o | Electric Supply: Sri Maddipati, current vice president of electric supply, will be named president of electric supply, responsible for Energy Supply, Generating Plants/Resources and Supply Development. |
| o | Electric Distribution: Greg Salisbury, current vice president of electric distribution engineering, will be named president of electric distribution, responsible for the entire electric business – Operations and Engineering. |
| o | Natural Gas Delivery: LeeRoy Wells, Jr, current senior vice president of operations, will be named president of natural gas delivery, responsible for the entire natural gas business – Operations and Engineering. |
| · | Legal and Transformation. Shaun Johnson will be named executive vice president of business transformation and chief legal and administrative officer. Shaun will oversee the Legal, Compliance, Rates, Regulatory, Lean and Information Technology and Application and Analytics Teams. |
| o | Kelly Hall will be named senior vice president regulatory & legal affairs and deputy general counsel. Kelly will oversee the legal, regulatory and compliance organizations. |
| · | Finance and Business Support Services. Rejji Hayes, executive vice president and chief financial officer, will continue to oversee Investor Relations, Treasury, Accounting and Supply Chain. In addition, he will take on responsibility for NorthStar Clean Energy. |
| · | Strategy, Sustainability, External Affairs. Brandon Hofmeister, senior vice president will continue to oversee strategy, sustainability and external affairs. |
CMS Energy (NYSE: CMS) is a Michigan-based energy provider featuring Consumers Energy as its primary business. It also owns and operates independent power generation businesses.
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Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.
Media Contact: Katie Carey, 517/740-1739