🧾 What This Document Is

This is a DEFA14A, or "Definitive Additional Materials." Think of it as a follow-up flyer sent to shareholders after the main proxy statement was already published. Its sole purpose is to urgently highlight one specific issue and persuade shareholders to vote in a particular way.

👉 In simple terms: The company's board is sending a direct "call to action" letter about one of the proposals on the upcoming shareholder vote.

🏢 What The Company Does

CMS Energy is a major American energy company based in Michigan. Its primary subsidiary is Consumers Energy, which provides electricity and natural gas to millions of homes and businesses.

👉 In simple terms: They are a large, traditional utility company. Their business is essential, stable, and heavily regulated, which makes good corporate governance critically important.

🔍 The Issue at Hand: Proposal 6

The board is overwhelmingly asking shareholders to vote AGAINST a specific shareholder proposal known as Proposal 6.

What is Proposal 6? It seeks to give shareholders the "right to act by written consent." This would allow a majority of shareholders (those holding >50%) to make a binding corporate decision without holding a formal shareholder meeting.

The Board's Argument Against It:

• No Guarantee of Inclusion: It doesn't ensure all shareholders are informed or can participate in the decision.
• Potential for Haste: It could lead to important decisions being made by a select group, bypassing the broader discussion that happens in a formal meeting.
• Unnecessary Risk: The board believes it could "hinder the long-term best interests" of the company.

✅ The Proposals The Board Supports

The letter clarifies that Proposals 1 through 5 are endorsed by the board as being in shareholders' best interests. These include standard governance items:

1. A diverse Board of Directors.
2. Performance-based executive pay.
3. An independent auditing firm.
4. Increasing authorized shares to 700 million (for future flexibility).
5. Allowing shareholders holding 10% to call a special meeting.

👉 Why it matters: The board supports giving shareholders the power to call a meeting (Proposal 5) but is against the power to act without a meeting (Proposal 6). This highlights a key governance debate about process, transparency, and speed.

🤝 The Personal Ask

The company isn't just stating its position; it's making a direct, personal appeal. They invite any shareholder considering voting FOR Proposal 6 or against the board's recommendation to have a phone call to discuss it further.

This shows how seriously they are taking this issue and how much they want to persuade shareholders.

📅 Key Dates & Next Steps

While not explicitly stated in this letter, the implied next step is the upcoming Annual Meeting of Shareholders, where all these proposals will be voted on. Shareholders need to submit their proxies (votes) before that meeting.

⚖️ Big Picture

• 👍 Strength: The board is proactively engaging with shareholders on a controversial governance topic, showing a commitment to communication.
• ⚠️ Risk/Conflict: Proposal 6 represents a push by some shareholders for more direct power. The board's firm opposition could create friction if a significant portion of owners disagree with their view on corporate control.

🧠 The Analogy

Imagine a large family needs to decide on a major, irreversible decision, like selling the family home. The formal meeting (the annual meeting) is like calling everyone together, having a discussion, and taking a formal vote. Proposal 6 would be like allowing a simple majority of the family to text each other, agree to sell the house, and sign the papers—all without ever telling the whole family or having a conversation. The board is arguing that for big decisions, the full conversation is essential.

📇 Key Contacts & People

• Jason M. Shore, Vice President, Investor Relations & Treasurer, CMS Energy Corp | Consumers Energy Company
• Email: [email protected]

🧩 Final Takeaway

CMS Energy's management is drawing a clear line in the sand, urging shareholders to reject Proposal 6 which would grant a "written consent" right. They see it as a potential risk to thoughtful governance, preferring the established process of formal meetings where all owners can participate. This is a direct appeal to shareholders to side with the board's vision of how the company should be directed.