CMS-B CMS Energy Corporation

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of May 15, 2023, Ralph Izzo has been elected to the Boards of Directors (“Boards”) of CMS Energy Corporation (“CMS Energy”) and its principal subsidiary, Consumers Energy Company (“Consumers Energy”). Izzo has been appointed to serve on the Audit and Finance Committees of the Boards.

Prior to his election, and pursuant to CMS Energy’s and Consumers Energy’s Amended and Restated Bylaws, each of the Boards increased its authorized membership from eleven to twelve members.

Izzo retired in September 2022 as the Chairman, President and CEO of Public Service Enterprise Group Incorporated (“PSEG”), a publicly traded diversified energy holding company, a position he held from April 2007. He served from September 2022 until December 2022 as Executive Chair of PSEG. Izzo joined Public Service Electric and Gas Company (“PSE&G”), an operating subsidiary of PSEG, in 1992, and held several executive positions within the PSEG family of companies.

Izzo has no prior relationships with CMS Energy or Consumers Energy and there are no arrangements or understandings between Izzo and CMS Energy or Consumers Energy pursuant to which Izzo was elected as a director.

In connection with his election to the Boards, Izzo will enter into Director Indemnification Agreements with CMS Energy and Consumers Energy, effective May 15, 2023. In connection with his election to the CMS Energy Board, on May 15, 2023, Izzo will receive a restricted stock grant, in the amount of $160,000, the annual restricted stock grant provided to non-employee directors in accordance with the CMS Energy Performance Incentive Stock Plan, which description is incorporated herein by reference. Going forward, Izzo will be compensated as described in the proxy statement for CMS Energy’s Annual Meeting of Shareholders held on May 5, 2023, which description is incorporated herein by reference.