CMS ENERGY CORP

The proposal requests that the company enable shareholders to take corporate actions by written consent if they hold the minimum number of votes that would be required to approve the same action at a meeting where all shareholders were present and voting, and that there be no discrimination based on length of ownership. It would also allow shareholders to initiate any appropriate topic for written consent, effectively providing an alternative mechanism to call for corporate action outside of a shareholder meeting. The proponent argues the change is needed to give shareholders greater leverage to engage management when performance lags, citing recent stock performance and operational and regulatory risks such as coal ash closure costs and emissions regulation. The proposal is procedural in nature and would alter shareholder rights and the company’s governance mechanisms if adopted.