8-K 1 d434964d8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 9, 2012

Commission File Number |  | Registrant; State of Incorporation; Address; and Telephone Number |  | IRS Employer Identification No.
1-9513 |  | CMS ENERGY CORPORATION (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550 |  | 38-2726431
1-5611 |  | CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550 |  | 38-0442310

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

Beginning November 12, 2012, CMS Energy Corporation’s (“CMS Energy”) management will be meeting with investors at the Edison Electric Institute 47th Annual Financial Conference. In addition, CMS Energy’s president and chief executive officer, John Russell, will provide a business and financial outlook, scheduled to begin at 10:15 a.m. EST, on November 13, 2012. A copy of the CMS Energy presentation is furnished as Exhibit 99.1 to this report. A webcast of the presentation will be available on the CMS Energy website, www.cmsenergy.com.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 CMS Energy presentation titled Edison Electric Institute 47th Annual Financial Conference

This Form 8-K contains “forward-looking statements” as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections of CMS Energy Corporation’s (“CMS Energy”) Form 10-K and Consumers Energy Company’s (“Consumers Energy”) Form 10-K each for the Year Ended December 31, 2011 and as updated in CMS Energy’s and Consumers Energy’s Forms 10-Q for the Quarters Ended March 31, 2012, June 30, 2012 and September 30, 2012. CMS Energy’s and Consumers Energy’s “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss important factors that could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

|  |  |  | CMS ENERGY CORPORATION
Dated: November 9, 2012 |  |  |  | By: |  | /s/ Thomas J. Webb |  |
|  |  |  |  |  | Thomas J. Webb |  |
|  |  |  |  |  | Executive Vice President and |  |
|  |  |  |  |  | Chief Financial Officer |  |

|  |  |  | CONSUMERS ENERGY COMPANY
Dated: November 9, 2012 |  |  |  | By: |  | /s/ Thomas J. Webb |  |
|  |  |  |  |  | Thomas J. Webb |  |
|  |  |  |  |  | Executive Vice President and |  |
|  |  |  |  |  | Chief Financial Officer |  |

Exhibit Index

99.1 |  | CMS Energy presentation titled Edison Electric Institute 47th Annual Financial Conference