CMS ENERGY CORP 8-K

What Happened
CMS Energy Corporation and its principal subsidiary, Consumers Energy Company, announced the election of Diane Leopold and Richard P. Keyes to their Boards of Directors, effective February 20, 2026. Each board increased its authorized membership from nine to eleven members to accommodate these appointments. Leopold, who retired in 2025 as executive vice president and chief operating officer of Dominion Energy, was named to the Compensation and Human Resources Committee and the Finance Committee. Keyes, president and CEO of Meijer, Inc., was named to the Audit Committee and the Governance, Sustainability and Public Responsibility Committee.

Key Details

• Effective date: February 20, 2026.
• Board size: Each board increased authorized membership from 9 to 11 directors.
• Committee assignments: Leopold — Compensation & Human Resources; Finance. Keyes — Audit; Governance, Sustainability & Public Responsibility.
• Compensation and agreements: Both will enter Director Indemnification Agreements and receive a pro‑rata restricted stock grant under the CMS Energy Performance Incentive Stock Plan; ongoing compensation follows descriptions in the CMS Energy proxy for the May 2, 2025 annual meeting.
• Background & independence: Leopold is a long‑time utility executive (Dominion Energy); Keyes is CEO of a major regional retailer (Meijer). Neither has prior relationships or special arrangements with CMS Energy or Consumers Energy.

Why It Matters
Board appointments change the mix of experience overseeing company strategy, risk and management. These two additions bring utility operations and large‑retail executive experience to CMS Energy’s oversight bodies and expand board capacity by two seats. The filing shows standard director protections and equity-based compensation consistent with prior proxy disclosures, and indicates the appointments were made without special arrangements, which is relevant to assessments of board independence and governance.