Right To Act By Written Consent | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>DTE Energy</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the board of directors take the necessary steps to permit 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 shareholder ability to initiate any appropriate topic for written consent.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>DTE shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for DTE shareholders to call a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting – yet DTE made the threshold 25% of shareholders based on all shares outstanding and then excluded all DTE shares that were not long-term shares.</p>
<p dir=”ltr”>Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when DTE is underperforming. </p>
<p dir=”ltr”>Now could be a ripe time for this proposal due to the long-term underperformance of DTE stock. DTE stock was at $134 in 2019 and at only the same $134 in late 2025 despite a robust stock market. If DTE directors and management know that DTE shareholders can act by written consent they will have an incentive to perform better.</p>
<p dir=”ltr”>Challenging news reports regarding DTE emerged in 2025 and it would be easy for shareholders to find similar news reports for 2026.</p>
<p dir=”ltr”>A major legal issue is an EPA Clean Air Act lawsuit against DTE over significant sulfur dioxide emissions from the Zug Island plant. An expert witness testified that DTE could afford to pay penalties without financial hardship, estimating DTE gained an economic benefit of $185 million during the period of noncompliance. The U.S. government seeks a $140 million penalty.</p>
<p dir=”ltr”>A Citizens Utility Board (CUB) of Michigan report in September 2025 found that Michigan had the nation’s longest power outages in 2023, largely due to “subpar performance” by DTE and Consumers Energy. The report highlighted that Michigan utilities’ reliability performance was the worst it had been in the 7-years CUB had published its report. <br><br>Plans to issue $500 million in new equity annually from 2026 to 2028 to fund capital investments raised concerns about potential dilution for existing DTE shareholders.</p>
<p dir=”ltr”>Concerns were raised in October 2025 news reports that the development of new AI data centers might lead to high-priced grid upgrades that could burden existing DTE customers. Also that newly proposed large data centers could “kill” Michigan’s climate laws, as DTE executives said plans to power these centers might require building new gas plants, raising environmental concerns.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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