CMS Energy Corporation | Right To Act By Written Consent at CMS Energy Corp.

Status
Filed
Previous AGM date
Resolution details
Company ticker
CMS
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Energy
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any discrimination or restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent.  
Supporting statement
Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when CMS Energy is underperforming. Now could be a good time for this proposal due to the long-term underperformance of CMS stock. CMS stock was at $69 in 2020 and at only $72 in late 2025 despite a robust stock market. If CMS directors and management know that CMS shareholders can act by written consent they will have a greater incentive to perform. Challenging news reports regarding CMS emerged in 2025 and it would be easy for shareholders to find similar news reports for 2026. CMS faces ongoing risks related to the significant expenditures required for the closure of solid waste disposal facilities for coal ash, as well as tightening environmental regulations on carbon emissions. The company's non-utility segment saw a negative earnings per share (EPS) variance of $0.42 (adjusted, for the first nine months of 2025) due primarily to a planned outage at the Dearborn Industrial Generation facility and increased parent financing costs. Despite overall positive trends in the broader industry, CMS Energy's stock performance in the 3-months leading up to November 2025 lagged behind industry growth (1.7% increase compared to the industry's 8% growth).

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.