Cms Energy Corp

The Board is asking shareholders to approve an amendment to the Restated Articles of Incorporation to increase authorized Common Stock from 350 million to 700 million shares, expanding total authorized capital stock to 710 million shares. Management frames the increase as a prudential measure to provide flexibility for future corporate needs such as share issuances for employee plans, equity financings, acquisitions, stock splits, stock dividends, and other general corporate purposes. The disclosure notes that as of March 10, 2026 approximately 308 million shares were outstanding and roughly 42 million were reserved for conversions, employee plans, and an equity distribution agreement, leaving only about 2 million shares available. The Board states there is no present plan to issue additional shares and does not propose the amendment as an anti-takeover device, though notes that additional shares could potentially make control transactions more difficult in some circumstances. Approval requires a majority of outstanding CMS common shares and, if approved, the amendment will be filed with the Michigan Secretary of State and become effective upon filing. The Board unanimously recommends a FOR vote, emphasizing flexibility and corporate preparedness while disclaiming any immediate intent to use the shares for dilutionary or defensive measures.

The Board proposes to amend Article V of the Articles of Incorporation to permit shareholders holding at least 10% of voting shares to call a special meeting, with the procedural mechanics to be established in the bylaws. Management argues this change enhances shareholder rights and responsiveness by providing a structured pathway for minority shareholders to convene special meetings while maintaining safeguards through a 10% ownership threshold and bylaws-based procedural limits. The Board considered governance trends and a prior non-binding shareholder vote on special meeting rights; it concluded that the benefits of providing an orderly mechanism for shareholder-initiated meetings outweigh potential risks. The amendment requires a majority of outstanding shares to approve and will become effective upon filing with the Michigan Secretary of State. The Board recommends a FOR vote underscoring improved shareholder engagement and that customary procedural requirements will be adopted in the bylaws.

The shareholder proposal, submitted by John Chevedden, requests that the Board permit shareholders to act by written consent — allowing shareholders holding the minimum votes required to authorize action at a hypothetical meeting of all shareholders to take corporate actions without convening a meeting. The proponent argues written consent provides a timely mechanism for shareholder action between meetings, could improve accountability when company performance lags, and cites perceived stock underperformance and operational risks as rationale. Management recommends voting against the proposal, arguing that written consent can be misused, may allow small or transient holders to force actions without broad shareholder deliberation, and duplicates the right to call special meetings (for which Proposal 5 would provide a 10% threshold). The Board emphasizes existing governance safeguards, shareholder engagement channels and that special meetings preserve transparency and participation. The proxy includes the proponent’s verbatim supporting statement and the Board’s verbatim opposition statement. The Board recommends AGAINST the shareholder proposal, while the proponent seeks FOR support.