CMS ENERGY CORP — Proxy Solicitation & Information Statement 2016

Mar 24, 2016

DEFA14A 1 cms-defa14a_050616.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS Field: Rule-Page

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

| Filed
by the Registrant ☒ | |
| --- | --- |
| Filed
by a Party other than the Registrant ☐ | |
| Check
the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |

| CMS
Energy Corporation | | |
| --- | --- | --- |
| (Name
of Registrant as Specified In Its Charter) | | |
| (Name
of Person(s) Filing Proxy Statement, if other than the Registrant) | | |
| Payment
of Filing Fee (Check the appropriate box): | | |
| ☒ | No fee required. | |
| ☐ | Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | (1) | Title
of each class of securities to which transaction applies: |
| | (2) | Aggregate
number of securities to which transaction applies: |
| | (3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined): |
| | (4) | Proposed
maximum aggregate value of transaction: |
| | (5) | Total
fee paid: |
| ☐ | Fee paid previously with preliminary
materials. | |
| ☐ | Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| | (1) | Amount
Previously Paid: |

| (2) | Form,
Schedule or Registration Statement No.: |
| --- | --- |
| (3) | Filing
Party: |
| (4) | Date
Filed: |

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* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 6, 2016.

| CMS ENERGY CORPORATION | Meeting
Information — Meeting
Type: For
holders as of: | Annual
Meeting March
8, 2016 |
| --- | --- | --- |
| | Date: May 6, 2016 Time: 10:00 AM EDT | |
| ● | Location: | CMS Energy Corporation One Energy Plaza Jackson, MI 49201 |
| CMS ENERGY CORPORATION ONE ENERGY PLAZA JACKSON, MI 49201 ATTN: ASHLEY BANCROFT EP11-220 | You are
receiving this communication because you hold shares in the company named above. This
is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com ,
scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side). We encourage
you to access and review all of the important information contained in the proxy materials before voting. | |
| | See
the reverse side of this notice to obtain proxy materials and voting instructions. | |

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Before You Vote

How to Access the Proxy Materials

| Proxy Materials Available
to VIEW or RECEIVE: | | |
| --- | --- | --- |
| NOTICE AND PROXY STATEMENT ANNUAL REPORT | | |
| How
to View Online: Have
the information that is printed in the box marked by the arrow (located on
the following page) and visit: www.proxyvote.com, or scan the QR Barcode below. | | |
| How
to Request and Receive a PAPER or E-MAIL Copy: If
you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting
a copy. Please choose one of the following methods to make your request: | | |
| 1) | BY INTERNET : | www.proxyvote.com |
| 2) | BY TELEPHONE : | 1-800-579-1639 |
| 3) | BY E-MAIL* : | sendmaterial@proxyvote.com |
| *
If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow (located on the following page) in the subject line. | | |
| Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to
your investment advisor. Please make the request as instructed above on or before April
24, 2016 to facilitate timely delivery. | | |

How To Vote Please Choose One of the Following Voting Methods

| Vote
In Person: Many shareholder meetings have attendance
requirements including, but not limited to, the possession of an attendance ticket issued
by the entity holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance. At the meeting, you will need to request a ballot
to vote these shares. |
| --- |
| V ote
By Internet: Go to www.proxyvote.com or from a smart
phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow (located on the following page) available
and follow the instructions. |
| Vot e
By Mail: You can vote by mail by requesting a paper copy of the materials,
which will include a proxy card. |

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| Voting
Items | | | | |
| --- | --- | --- | --- | --- |
| The Board of Directors recommends a vote FOR | | | | |
| Items 1 through 3. | | | | |
| 1. | ELECTION OF DIRECTORS | | | |
| | Nominees: | | | |
| | 1a. | Jon E. Barfield | 2. | Advisory vote to approve the corporation’s executive |
| | | | | compensation. |
| | 1b. | Deborah H. Butler | | |
| | | | 3. | Ratification of independent registered public accounting |
| | 1c. | Kurt L. Darrow | | firm (PricewaterhouseCoopers LLP). |
| | 1d. | Stephen E. Ewing | NOTE: Such other business as may properly come
before the | |
| | | | meeting or any postponement or adjournment thereof. | |
| | 1e. | Richard M. Gabrys | | |
| | 1f. | William D. Harvey | | |
| | 1g. | Philip R. Lochner, Jr. | | |
| | 1h. | Patricia K. Poppe | | |
| | 1i. | John G. Russell | | |
| | 1j. | Myrna M. Soto | | |
| | 1k. | John G. Sznewajs | | |
| | 1l. | Laura H. Wright | | |

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