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CONSUMERS ENERGY CO

For the period ended May 3, 2024. Filed Mar 21, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 3, 2024 · Filed Mar 21, 2024

CMS-PB$74.89+3.5%Stored close · as of Nov 6, 2026
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Contents

Our Commitment to

OUR COMMITMENT TO SUSTAINABILITY

Externally, many stakeholders look at our business through the lens of sustainability. Sustainability considerations that are material to our business are alive in our purpose, our culture, our people, our strategy and our executive compensation.

Our Chief Executive Officer (“CEO”), Garrick Rochow has said, “As our Company’s leader, I intend to bring our purpose — world-class performance delivering hometown service — to life.” Our plans are outlined below.

LEADING THE CLEAN ENERGY TRANSFORMATION. Leading this transformation is the opportunity of our generation. We are proud of our pledge to deliver zero-coal, net zero carbon and renewable energy for our customers, investors and planet. Our success in this important work depends on innovating as well as partnering with customers to use energy wisely with energy efficiency and demand response programs. The best part? We get to lead the clean energy transformation for our customers, investors, state and the planet!

DELIVERING EXCELLENCE. Our tradition of performance excellence is a legacy that we plan to continue. That legacy is grounded in our commitment to our lean operating system, the "CE Way", which helps us serve customers better every day. As we move into the future, we plan to add deeper automation and analytics to our operating system to help our frontline co-workers serve with pride. Beyond how we work, our commitment to excellence applies to our valuable and strong relationship with our unionized workforce – and our stand that every day should be a safe day for all our co-workers.

ADVANCING OUR CULTURE. We work every day to create an environment where the contributions of all are heard and valued, and everyone knows they belong.

All of the operational metrics we use to determine executive incentive compensation are sustainability metrics. They are significant to our business and quantifiable. In 2023, our operational metrics included safety, culture index (employee empowerment, employee engagement and Diversity, Equity and Inclusion (“DE&I”)), customer experience, electric reliability, cost reductions through waste elimination and methane reduction.

Connecting the dots between our internal activities and external stakeholder expectations is the focus of our sustainability communication efforts. We participate in a voluntary industry initiative, coordinated by the Edison Electric Institute and the American Gas Association, to provide the public, our customers and shareholders uniform and consistent sustainability-related metrics. We participate in the annual CDP (formerly known as the Carbon Disclosure Project) Climate and Water Reports. Our Climate Assessment Report and Methane Reduction Plan are also great tools for outlining our sustainability activities. All of these reports, our various reporting indexes, scorecards and our policies, such as those related to human rights, labor rights workforce, biodiversity, waste management, safety, environmental, greenhouse gas and water use can be found on our website at cmsenergy.com/sustainability/default.aspx.

CMS ENERGY 2024 PROXY STATEMENT3

Planet Highlights

Plan to end coal-fueled generation in 2025

Net Zero Carbon Emissions Goal for Consumers electric business by 2040

Net Zero Methane Emissions Goal for Consumers natural gas delivery system by 2030

Sustainability Report

Biodiversity Report

Waste and Landfill Avoidance Report

Climate Change Risk, Vulnerability and Resiliency Report

People Highlights

Employees paid fairly and competitively. We monitor our pay practices annually for competitiveness and for potential bias through several measures designed to identify inequities. We are committed to making sure our employees are fairly compensated for the work they do.

Human Rights Policy

Safety Policy

Labor Rights Policy - We acknowledge the right of our employees to associate freely and bargain collectively, in compliance with federal and state laws

Diverse Board of Directors

Chief Diversity Officer and Vice President of Community Affairs

CEO pledged to take action to advance diversity and inclusion in the workplace through the CEO Action for Diversity and Inclusion™ coalition

Business Employee Resource Groups lead our diversity initiatives

Governance Highlights

91% of our Director Nominees are Independent

100% Independent Directors on Audit, Compensation, Finance and Governance Committees

Annual election of all Directors and Presiding Director annually elected by Independent Directors

Annual Advisory Say-on-Pay Vote

Independent Directors meet regularly in Executive Session

Codes of Business Conduct and Ethics and Corporate Governance Principles

Strong Board and Management Succession Planning Process

Stock Ownership Guidelines for Directors and Executive Officers

Directors and Officers prohibited from pledging or hedging our stock

Proxy Access

Proactive shareholder engagement

Annual Board and Committee self-evaluations

Individual Director peer evaluations

Chairman of Board is separate from the CEO

CMS ENERGY 2024 PROXY STATEMENT4

The Importance of Our Culture

Our success and ability to live our purpose starts with an intentional culture, built around our cultural mindset. Our cultural mindset is intended to guide the actions and behaviors of all employees, allowing everyone to work safely to serve our customers and our communities.

Our Cultural Values:

Caring: We embody care, love and joy with our co-workers, our customers, our planet and our work.

Empowered: We empower every employee to make decisions that benefit our triple bottom line: people, planet, profit.

Deliberate: We prioritize, plan and execute in accordance with our standards in a world-class way.

Agility: We anticipate change and create new solutions.

Ownership: We hold ourselves personally accountable to exceed our commitment to our triple bottom line: people, planet, profit.

The actions of our employees are what makes CMS and Consumers unique. An intentional focus on our culture allows employees to thrive and succeed in an environment where their voices are heard and their contributions matter.

As part of our continued effort to ensure the culture is present in everything we do, our culture index is the primary metric to ensure we are creating an environment where all workgroups can succeed. This index is comprised of 12 questions we ask our co-workers that are focused on empowerment, engagement and DE&I. By focusing on these aspects, we are better able to address co-worker concerns holistically and create an environment where everyone can succeed.

CMS ENERGY 2024 PROXY STATEMENT5
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.