CMS Energy (CMS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 8, 2026, with shareholders able to participate and vote online.

• Key proposals include director elections, executive compensation approval, auditor ratification, amendments to increase authorized shares and allow shareholders to call special meetings, and a shareholder proposal on written consent.

• The board recommends voting for all management proposals and against the shareholder proposal on written consent.

Voting matters and shareholder proposals

• Shareholders will vote on electing 11 directors, approving executive compensation (say-on-pay), ratifying the independent auditor, increasing authorized common stock, allowing shareholders to call special meetings, and a shareholder proposal for written consent rights.

• The board supports all management proposals and opposes the written consent proposal, citing strong governance and existing shareholder rights.

Board of directors and corporate governance

• The board consists of 11 nominees with diverse experience in leadership, finance, utilities, sustainability, and risk management.

• 91% of directors are independent; all committees are fully independent.

• Board leadership is separated between an independent chairman and CEO, with a presiding director for additional oversight.

• Annual board and committee self-evaluations and director peer reviews are conducted.

• Shareholders have proxy access and can recommend director candidates.