CMS ENERGY CORP — Proxy Solicitation & Information Statement 2017

Mar 23, 2017

DEFA14A 1 cms-defa14a_050517.htm DEFINITIVE ADDITIONAL MATERIALS

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UNITED STATES

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 ☒ | |
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| 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) | | |
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of each class of securities to which transaction applies: |
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Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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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 5, 2017.

| CMS
ENERGY CORPORATION | Meeting
Information — Meeting
Type: For
holders as of: | Annual
Meeting March
7, 2017 |
| --- | --- | --- |
| | Date: May 5, 2017 Time: 10:00 a.m. EDT | |
| ● | Location: | CMS
Energy Corporation One Energy Plaza Jackson, MI 49201 |
| CMS ENERGY CORPORATION ONE ENERGY PLAZA JACKSON, MI 49201 ATTN: SHAREOWNER SERVICES, EP1-416 | | |
| | 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 |
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If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
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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
21, 2017 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 Proxy materials for any special requirements
for meeting attendance. At the meeting, you will need to request a ballot to vote these
shares. |
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| V ote
By Internet: Go to www.proxyvote.com or
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| 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 |
| Proposal
1. |

1.
Nominees:
1a.	Jon E. Barfield
1b.	Deborah H. Butler
1c.	Kurt L. Darrow
1d.	Stephen E. Ewing
1e.	William D. Harvey
1f.	Philip R. Lochner, Jr.
1g.	Patricia K. Poppe
1h.	John G. Russell
1i.	Myrna M. Soto
1j.	John G. Sznewajs
1k.	Laura H. Wright

The Board of Directors recommends a vote FOR Proposal 2.

1. Advisory vote to approve the Corporation’s executive compensation.

The Board of Directors recommends a vote for an annual (1 YEAR) frequency for Proposal 3.

1. Advisory vote to determine the frequency of an advisory vote on executive compensation.

The Board of Directors recommends a vote AGAINST Proposal 4.

1. Shareholder Proposal - Political Contributions Disclosure.

The Board of Directors recommends a vote FOR Proposal 5.

1. Ratification of independent registered public accounting firm (PricewaterhouseCoopers LLP).

NOTE: Such other business as may properly come before the meeting or any postponement or adjournment thereof.

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