Consumers Energy : CMS Energy 2023 Proxy Statement

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CMS ENERGY

CONSUMERS ENERGY

2023 COMBINED PROXY STATEMENT

Table of Contents

CMS ENERGY CORPORATION

CONSUMERS ENERGY COMPANY

NOTICE OF VIRTUAL ANNUAL MEETINGS OF SHAREHOLDERS

To Shareholders of CMS Energy Corporation and Consumers Energy Company:

The CMS Energy Corporation (''CMS'') Virtual Annual Meeting of Shareholders and the Consumers Energy Company (''Consumers'') Virtual Annual Meeting of Shareholders (collectively ''Annual Meeting'') will be held concurrently on Friday, May 5, 2023, at 11:30 a.m., Eastern Time. There will be no physical location for shareholders to attend. Shareholders may participate online by logging in at virtualshareholdermeeting.com/CMS2023 for CMS shareholders and at virtualshareholdermeeting.com/CMSPB2023 for Consumers shareholders.

ITEMS OF BUSINESS:

	Board of Directors
For Both CMS and Consumers Shareholders:	Recommendation
Elect the Director Nominees, Named in the Accompanying Proxy Statement,	FOR EACH
to the Board of Directors
Approve, on an Advisory Basis, Executive Compensation	FOR
Determine, on an Advisory Basis, the Frequency of Future Advisory Votes on	1 YEAR
Executive Compensation
Ratify the Appointment of Independent Registered Public Accounting Firm	FOR
Transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement

All shareholders of record at the close of business on March 7, 2023, are entitled to receive notice of and vote at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you can vote prior to the meeting by Internet, telephone, proxy card or voting instruction form. We encourage you to exercise your right to vote. All shares of Consumers common stock held by CMS (99.6% of the voting shares of Consumers) will be voted for the proposed Director nominees, thus assuring their election as Directors of Consumers, as well as in accordance with other recommendations of the Consumers' Board of Directors.

This year's Annual Meeting will be a virtual meeting. A virtual meeting enables increased shareholder attendance and participation, improves efficiency, and reduces costs. By visiting proxyvote.com, you will be able to submit your questions prior to the Annual Meeting. You may attend the Annual Meeting, submit questions, and electronically vote your shares at the Annual Meeting from any location around the world with internet connectivity.

By Order of the Boards of Directors,

Melissa M. Gleespen

Vice President,

Corporate Secretary and

Chief Compliance Officer

CMS Energy Corporation

Consumers Energy Company

March 23, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 5, 2023.

This Proxy Statement and Annual Report to Shareholders are available at

materials.proxyvote.com/125896 for CMS and materials.proxyvote.com/210518 for Consumers.

Table of Contents

Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary	PAGE 1
Proxy Statement	PAGE 3
Our Commitment to Environmental, Social, and Governance (''ESG'') Matters	PAGE 3
4	DE&I Strategy & Movement Stands
Proposal 1: Elect the Director Nominees, Named in this Proxy Statement, to the Board of Directors	PAGE 10
Corporate Governance	PAGE 19

1. Governance Guidelines and Materials

1. Board of Directors

1. Board Leadership Structure
2. Risk Oversight

20 Cybersecurity Oversight

1. Political Contribution Oversight
2. Public Responsibility and Sustainability Oversight
3. Shareholder Engagement

1. Board Communication Process
2. Identification of Director Candidates

1. Director Candidate Qualifications
2. Board Refreshment

24 Director Independence

1. CMS Majority Voting Standard
2. Director Education

1. Board, Committee, and Director Evaluations

1. Board and Committee Information

1. Compensation Risk

1. Codes of Ethics

1. Related Party Transactions
2. No Pledging or Hedging

1. Management Succession Planning
2. Directors' Compensation

Beneficial Ownership	PAGE 32
Compensation Discussion and Analysis	PAGE 34

34 Executive Summary

1. Objectives of Our Executive Compensation Program

1. The Elements of Our Executive Compensation Program

1. Corporate Governance as it Relates to Executive Compensation

Compensation and Human Resources Committee Report	PAGE 51
2022 Compensation Tables	PAGE 52

65 CEO Pay Ratio

67 Pay versus Performance

Proposal 2: Approve, on an Advisory Basis, Executive Compensation	PAGE 72
Proposal 3: Advisory Vote to Determine the Frequency of Future Advisory Votes on Executive Compensation	PAGE 74
Report of the Audit Committee	PAGE 75
Fees Paid to the Independent Registered Public Accounting Firm	PAGE 76
Proposal 4: Ratify the Appointment of Independent Registered Public Accounting Firm	PAGE 77
2024 Proxy Statement Information	PAGE 78
General Information	PAGE 79
Appendix A: GAAP Reconciliations	PAGE A-1

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PROXY STATEMENT SUMMARY

Meeting Information:	Record Date: March 7, 2023
May 5, 2023 • 11:30 a.m. ET
Virtual Meeting at	Proxy Materials Released: March 23, 2023
virtualshareholdermeeting.com/CMS2023
virtualshareholdermeeting.com/CMSPB2023

The terms ''Corporation,'' ''we,'' ''our,'' ''us,'' and other representations as used in this proxy statement (the ''Proxy Statement'') generally refer to both CMS Energy Corporation (''CMS'') and its principal subsidiary, Consumers Energy Company (''Consumers'').

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. We encourage you to read this entire Proxy Statement carefully before voting.

	CMS	Consumers	Board	Page
Proposals	Shareholders	Shareholders	Recommendation	Reference
Elect the Director Nominees, Named in this Proxy	X	X	FOR EACH	10
Statement, to the Board of Directors
Approve, on an Advisory Basis, Executive Compensation	X	X	FOR	72
Advisory Vote to Determine the Frequency of Future	X	X	1 YEAR	74
Advisory Votes on Executive Compensation
Ratify the Appointment of Independent Registered Public	X	X	FOR	77
Accounting Firm

How to Vote

Online: You can vote your shares online by following the instructions on your proxy card, voting instruction form, or Notice of Availability of Proxy Materials (''Notice of Availability'').

Telephone: You can vote your shares by telephone, by requesting a printed copy of the Proxy Materials and following the instructions on your proxy card or voting instruction form.

Mail:You can vote your shares by mail by requesting a printed copy of the Proxy Materials and signing, dating, and mailing in the proxy card or voting instruction form.

Attend: You can vote your shares electronically by attending and voting at the virtual Annual Meeting.

CMS ENERGY 2023 PROXY STATEMENT

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Table of Contents

Nominees

		Gender	Director			Committee Memberships
		or	Since					Governance,
		Ethnic	(# of			Compensation and		Sustainability and
Name	Age	Diversity	Years)	Independent	Audit	Human Resources	Finance	Public Responsibility	Executive
Jon E. Barfield	71	•	2005	(18)	Yes		X		X
Deborah H. Butler	68	•	2015	(8)	Yes	X		X
Kurt L. Darrow	68		2013	(10)	Yes		Chair		X	X
William D. Harvey,	74		2012	(11)	Yes		X		X	X
Presiding Director
Garrick J. Rochow	48		2020	(2)	No
John G. Russell,	65		2010	(13)	Yes					Chair
Chairman
Suzanne F. Shank	61	•	2019	(4)	Yes	X		X
Myrna M. Soto	54	•	2015	(8)	Yes	X			Chair	X
John G. Sznewajs	55		2015	(8)	Yes	X		Chair		X
Ronald J. Tanski	70		2019	(4)	Yes		X	X
Laura H. Wright	63	•	2013	(10)	Yes	Chair		X		X

Age		Tenure
2	2	3
Average	1	Average
6 63 Years		9 Years
	2	3
	3
<54	60-64	<4 Years	9-12 Years
55-59	>65	5-8 Years	>13 Years
		Self-identified Diversity

	36%
	9%
64%	27%

Female Male

Ethnically LGBTQ

Diverse

CMS ENERGY 2023 PROXY STATEMENT

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