Morning, welcome to the 2026 annual shareholders meeting of CMS Energy Corporation and Consumers Energy Company. I'm John Russell, Chairman of the Board. Thank you for joining us today. Garrick Rochow, President, Director, and CEO, will introduce the other participants in attendance.
Thank you, John, and good morning, everyone. With us today are the other members of the board of directors who, like John and me, are standing for election. Deb Butler, Ralph Izzo, Richard Keyes, Diane Leopold, Suzanne Shank, Myrna Soto, John Sznewajs, Ron Tanski, and Laura Wright. Also present are representatives of our independent public accounting firm, PwC, and our Inspector of Elections. It is my pleasure to introduce Melissa Gleespen, Vice President, Corporate Secretary, and Chief Compliance Officer. Melissa will serve as Secretary of the meeting and will address procedural matters.
Thank you, Garrick. Shareholders have been able to submit questions since the distribution of our meeting materials. All shareholders at the close of business on the record date March 10th, 2026 are entitled to vote. Affidavits confirming that meeting materials were mailed on or about March 26th, 2026 to all shareholders of record will be incorporated into the meeting minutes. The Inspector of Elections has the shareholder list as of the record date, which shows the shareholders and their respective number of shares entitled to vote at the meeting. I am happy to report that we have a quorum, so the meeting is lawfully convened and ready for business. Accordingly, the polls are now open. Any shareholder who has not voted and would like to vote or wishes to change a vote may do so by clicking on Vote Here on the website.
The matters to be considered are set forth on the agenda and in the proxy materials. I will pause briefly to allow time for voting. On to the formal business. The first item of business is the election of directors as named in the proxy statement and introduced earlier. Directors will serve until the next annual meeting or until their resignation or removal. No additional nominations were submitted by any shareholder pursuant to the advance notice p rovisions of the company's bylaws. The nominations are closed. The second item of business is the non-binding vote on the compensation of the named executive officers as disclosed in the proxy materials. The third item of business is the ratification of PwC as the company's independent registered public accounting firm for the year 2026. The remaining items apply to CMS shareholders only.
The first is an amendment to the articles to increase the number of authorized shares of CMS common stock. The second is an amendment to the articles to allow shareholders to call a special meeting. Finally, we have a shareholder proposal, shareholder right to act by written consent. John Chevedden will make a statement in support of the proposal. Welcome, John. You may make your statement. You have two minutes.
Hello, this is John Chevedden, Proposal 6, shareholder right to act by written consent. Shareholders request that the board of directors take the necessary steps to prevent written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting without any discrimination or restriction based on length of stock ownership. This includes the shareholder ability to initiate any appropriate topic for written consent. Shareholders acting by written consent and calling for a special shareholder meeting are two means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. Written consent is a shareholder right that requires the formal backing of a CMS majority based on all shares outstanding.
This majority support requirement in reality is much more than a majority support because it's not economically possible to contact a significant percent of CMS shares to get their formal backing. For an issue to still get majority support based on all shares outstanding under written consent, it could need 60% support from the CMS shares that are economically possible to reach. The CMS shares that are economically possible to reach are the CMS shares that are the most knowledgeable and have the greatest incentive to cast an informed ballot. Please vote yes. Shareholder right to act by written consent, Proposal 6.
Thank you, John. No further business is scheduled for this meeting, and all shareholders have had the opportunity to vote, so the polls are now closed. The Inspector of Elections has reported the following. Shareholders of CMS common stock and Consumers Energy common and preferred stock have voted on the proposals discussed in the proxy materials. The preliminary results show all director nominees are elected. The compensation of our named executive officers is approved on an advisory basis. PwC is ratified as our independent registered public accounting firm for the year 2026. The amendment to the CMS articles increasing the number of authorized shares of CMS common stock is approved. An amendment to the CMS articles to allow shareholders to call a special meeting is approved. A shareholder proposal, shareholder right to act by written consent did not receive support of a majority of votes.
Details of the final voting results will be available in a Form 8-K that we will file with the SEC within four business days. That completes today's formal business. The 2026 annual meeting is adjourned. Responses to any questions we've received will be available on our website.
Thank you for your attendance today and continued support. Take care and be safe.
That concludes our meeting today. You may now disconnect.