CMS Energy : 2024 Proxy Statement

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CMS ENERGY CORPORATION

CONSUMERS ENERGY COMPANY

NOTICE OF VIRTUAL ANNUAL MEETINGS OF SHAREHOLDERS To Shareholders of CMS Energy Corporation and Consumers Energy Company:

The CMS Energy Corporation ("CMS") Virtual Annual Meeting of Shareholders and the Consumers Energy Company ("Consumers") Virtual Annual Meeting of Shareholders (collectively "Annual Meeting") will be held concurrently on Friday, May 3, 2024, at 11:45 a.m., Eastern Time. There will be no physical location for shareholders to attend. Shareholders may participate online by logging in at virtualshareholdermeeting.com/ CMS2024 for CMS shareholders and at virtualshareholdermeeting.com/CMSPB2024 for Consumers shareholders.

ITEMS OF BUSINESS:

Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement

All shareholders of record at the close of business on March 5, 2024, are entitled to receive notice of and vote at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you can vote prior to the meeting by Internet, telephone, proxy card or voting instruction form. We encourage you to exercise your right to vote. All shares of Consumers common stock held by CMS (99.6% of the voting shares of Consumers) will be voted for the proposed Director nominees, thus assuring their election as Directors of Consumers, as well as in accordance with other recommendations of the Consumers' Board of Directors.

This year's Annual Meeting will be a virtual meeting. A virtual meeting enables increased shareholder attendance and participation, improves efficiency and reduces costs. By visiting proxyvote.com, you will be able to submit your questions prior to the Annual Meeting. You may attend the Annual Meeting, submit questions and electronically vote your shares at the Annual Meeting from any location around the world with internet connectivity.

By Order of the Boards of Directors,

Melissa M. Gleespen

Vice President, Corporate Secretary and

Chief Compliance Officer

CMS Energy Corporation

Consumers Energy Company

March 21, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 3, 2024.

This Proxy Statement and Annual Report to Shareholders are available at

materials.proxyvote.com/125896 for CMS and materials.proxyvote.com/210518 for Consumers.

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PROXY STATEMENT SUMMARY

The terms "Corporation," "we," "our," "us" and other representations as used in this proxy statement (the "Proxy Statement") generally refer to both CMS Energy Corporation ("CMS") and its principal subsidiary, Consumers Energy Company ("Consumers").

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. We encourage you to read this entire Proxy Statement carefully before voting.

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Nominees

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PROXY STATEMENT

While CMS and Consumers are established, operated and regulated as separate legal entities, CMS and Consumers have the same individuals serving as members on each Board of Directors and each Board Committee and have adopted coordinated Director and executive compensation arrangements and plans as well as auditing relationships. Although in certain contexts in this Proxy Statement the terms "we" and "our" refer to each of CMS and Consumers and satisfy their respective disclosure obligations, this Combined Proxy Statement is separately filed by CMS and Consumers. Information in this Combined Proxy Statement relating to each individual registrant is filed by such registrant on its own behalf. Unless specifically noted, singular references to "Board," "Committee," "Corporation" and "Annual Meeting" refer to both CMS and Consumers.

Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement.

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.

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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

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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:

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.

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DE&I Strategy & Movement Stands

Our DE&I mission is to build and sustain a world-class, inclusive workforce and customer experience by embedding DE&I into everything we do. Every area of the Corporation will continue building DE&I standards and processes in their work. To achieve this, we are leveraging our DE&I Movement Stands, which we launched in 2022. Our DE&I Movement Stands represent our multi-year, measurable aspirations in the areas of culture, talent, philanthropy and supplier diversity. We use a clear measure of success for each area, which our Executive DE&I Council (the "Council") monitors. The Council, chaired by our CEO, is driving organizational change by tracking our progress with measurable action plans. The Council includes our Senior Vice Presidents and has established measurable DE&I metrics and goals through 2028.

Our Culture Stand: We work in our company and our communities to value people of all backgrounds

• Embedding DE&I into our culture focuses on educating our co-workers and leaders, including company-wide DE&I awareness training, and highlighting opportunities where they can contribute to creating an inclusive environment in which everyone can feel they belong.

DE&I AWARENESS TRAINING. In 2021, we launched a from-the-top learning model for our co-workers, starting with our leaders, and achieved 100% unconscious bias training completion for anyone with a direct report. In 2022, we started providing all co-workers DE&I awareness training, to support our commitment to 100% unbiased training. As of the beginning of 2024, one third of the organization has completed this training. We are setting common expectations and norms about all things DE&I. By training all co-workers in core DE&I concepts - such as the roles unconscious bias plays in our personal and professional relationships and decision-making - we are building DE&I as an integral part of our work experience.

BUSINESS EMPLOYEE RESOURCE GROUPS. We have close to 2,000 co-workers engaged in our Business Employee Resource Groups ("BERGs") where each embrace differences to improve our working relationships and deliver better results for us and our customers. All seven BERGs are employee-led, raising new ideas that will lead to a greater sense of belonging by all.

DE&I CHAMPION PROGRAM. This program, comprised of exempt and union co-workers, strives to create safe spaces within any DE&I program and helps bring core concepts to life at all organizational levels. The program aims to advance belonging by leading grassroots communication efforts, creating and promoting opportunities for involvement, identifying and addressing gaps, solving problems and providing continuous learning and development for the workforce. Today this program leads our company-wide DE&I awareness training for all co-workers and peer-to-peer conversations. These conversations, especially within our union family, are a critical step in setting common expectations and norms for all while building a solid foundation that makes DE&I an integral part of our Corporation.

CANDID CONVERSATIONS. We invite all our co-workers to company-wide conversations through all-hands townhalls, BERG events and monthly DE&I Office Hours. An avenue is also available for any co-worker to seek one-on-one time with our DE&I consultants outside of group sessions. We enhance the co-worker experience by inviting external speakers with unique perspectives. We are focused on leaning into difficult conversations, working through discomfort by listening to understand not respond and embracing our differences to deliver better results for our company and our customers.

Our Talent Stand: We expect every future and current employee to have an equitable opportunity to succeed

• As one of Michigan's largest employers, we seek to build a world-class, inclusive workforce that better reflects our community. Creating a diverse and inclusive workforce expands beyond strategic