false 0001111711 0001111711 2024-05-13 2024-05-13

 

 

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): May 13, 2024

 

 

NiSource Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-16189   35-2108964

(State or other jurisdiction

of incorporation)

  

(Commission

file number)

  

(I.R.S. Employer

Identification No.)

 

801 East 86th Avenue

Merrillville, Indiana

   46410
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (877) 647-5990

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading
Symbol(s)

  

Name of Each Exchange

on Which Registered

Common Stock, par value $0.01 per share   NI   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting held on May 13, 2024, as described in the Company’s Proxy Statement filed on April 1, 2024, and the final voting results for each matter.

Proposal 1: Election of Directors. The number of votes cast for and against each nominee, as well as the number of abstentions and broker non-votes, were as follows:

 

Name of Nominee

    Votes For      Votes Against      Abstentions      Broker Non-Votes  

Peter A. Altabef

      355,976,072        3,548,915        573,495        31,504,507  

Sondra L. Barbour

      356,817,369        2,755,686        525,427        31,504,507  

Theodore H. Bunting, Jr.

      357,045,023        2,502,663        550,796        31,504,507  

Eric L. Butler

      352,452,420        7,117,449        528,613        31,504,507  

Deborah A. Henretta

      348,720,680        10,857,828        519,974        31,504,507  

Deborah A.P. Hersman

      357,050,643        2,471,502        576,337        31,504,507  

Michael E. Jesanis

      356,944,097        2,613,802        540,583        31,504,507  

William D. Johnson

      356,154,142        3,399,477        544,863        31,504,507  

Kevin T. Kabat

      341,727,766        17,753,124        617,592        31,504,507  

Cassandra S. Lee

      356,829,262        2,701,065        568,155        31,504,507  

John McAvoy

      357,620,223        1,953,617        524,642        31,504,507  

Lloyd M. Yates

      356,770,557        2,715,126        612,799        31,504,507  

Each nominee was elected.

Proposal 2: Approval of Named Executive Officer Compensation on an Advisory Basis. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:

 

Votes For

  

Votes Against

  

Abstentions

347,388,459   11,849,767   860,256

There were 31,504,507 broker non-votes as to Proposal 2.

Proposal 2 was approved on an advisory basis.

Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2024. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:

 

Votes For

  

Votes Against

  

Abstentions

374,754,012   16,279,389   569,588

There were no broker non-votes as to Proposal 3.

Proposal 3 was approved.

Proposal 4: Approval of Amended and Restated Employee Stock Purchase Plan to Increase the Number of Shares Available Under the Plan. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:

 

Votes For

  

Votes Against

  

Abstentions

356,921,401   2,656,683   520,398

There were 31,504,507 broker non-votes as to Proposal 4.

Proposal 4 was approved.

Proposal 5: Stockholder Proposal Requesting that the Board Amend Bylaws Requiring Stockholder Approval of Director Compensation. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:

 

Votes For

  

Votes Against

  

Abstentions

8,164,688   350,185,104   1,748,690

There were 31,504,507 broker non-votes as to Proposal 5.

Proposal 5 was not approved.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.   

Description

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    NISOURCE INC.
May 13, 2024     By:  

/s/ Kimberly S. Cuccia

      Kimberly S. Cuccia
      Senior Vice President, General Counsel and Corporate Secretary
v3.24.1.1.u2
Document and Entity Information
May 13, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001111711
Document Type 8-K
Document Period End Date May 13, 2024
Entity Registrant Name NiSource Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-16189
Entity Tax Identification Number 35-2108964
Entity Address, Address Line One 801 East 86th Avenue
Entity Address, City or Town Merrillville
Entity Address, State or Province IN
Entity Address, Postal Zip Code 46410
City Area Code (877)
Local Phone Number 647-5990
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol NI
Security Exchange Name NYSE
Entity Emerging Growth Company false
Nisource (NYSE:NI)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Nisource Charts.
Nisource (NYSE:NI)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Nisource Charts.