CMS DEF 14A DEF-14A Report May 16, 2014 | Alphaminr
CMS ENERGY CORP

CMS DEF 14A Report ended May 16, 2014

CMS ENERGY CORP
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TABLE OF CONTENTS
GENERAL INFORMATION ABOUT THE 2014 ANNUAL MEETING AND VOTING Page 1CORPORATE GOVERNANCE Page 5Background Page 5Boards of Directors Page 5Board Leadership Structure Page 5Risk Oversight Page 5Compensation Risk Page 6Director Independence Page 6Majority Voting Standard Page 7Codes of Ethics Page 8Board Communication Process Page 8Related Party Transactions Page 9No Pledging or Hedging Page 9Board and Committee Information Page 9PROPOSAL 1: ELECT THE 11 DIRECTOR NOMINEES TO THE CORPORATION'S BOARD OF DIRECTORS Page 13BENEFICIAL OWNERSHIP OF CMS COMMON STOCK Page 17SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Page 19COMPENSATION DISCUSSION AND ANALYSIS Page 19Executive Summary Page 19Objectives of Our Executive Compensation Program Page 21The Elements of Our Executive Compensation Program Page 26Corporate Governance as it Relates to Executive Compensation Page 31Compensation Deductibility Page 32COMPENSATION AND HUMAN RESOURCES COMMITTEES REPORT Page 322013 COMPENSATION TABLES Page 33PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Page 48REPORT OF THE AUDIT COMMITTEES Page 50FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Page 51PROPOSAL 3: RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Page 51PROPOSAL 4: APPROVE THE CORPORATION'S PERFORMANCE INCENTIVE STOCK PLAN Page 52PROPOSAL 5: APPROVE THE PERFORMANCE MEASURES USED IN THE CMS INCENTIVE COMPENSATION PLAN Page 602015 PROXY STATEMENT INFORMATION Page 61APPENDIX A: PERFORMANCE INCENTIVE STOCK PLAN Page 62APPENDIX B: CMS INCENTIVE COMPENSATION PLAN FOR CMS AND CONSUMERS OFFICERS Page 78