Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual false 0001111711 0001111711 2020-05-19 2020-05-19 0001111711 us-gaap:CommonStockMember 2020-05-19 2020-05-19 0001111711 us-gaap:SeriesBPreferredStockMember 2020-05-19 2020-05-19

 

 

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 19, 2020

 

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

Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25,000 per share and a 1/1,000th ownership interest in a share of Series B-1 Preferred Stock, par value $0.01 per share, liquidation preference $0.01 per share

 

NI PR B

 

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 Stockholder Meeting held on May 19, 2020, as described in the Company’s Proxy Statement filed on April 13, 2020, 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

   

323,560,076

     

2,259,091

     

598,068

     

21,451,759

 

Theodore H. Bunting, Jr.

   

323,935,341

     

1,996,121

     

485,773

     

21,451,759

 

Eric L. Butler

   

323,386,075

     

2,482,292

     

548,868

     

21,451,759

 

Aristides S. Candris

   

323,609,482

     

2,338,831

     

468,922

     

21,451,759

 

Wayne S. DeVeydt

   

323,581,176

     

2,321,259

     

514,800

     

21,451,759

 

Joseph Hamrock

   

323,764,974

     

2,102,855

     

549,406

     

21,451,759

 

Deborah A. Henretta

   

322,233,594

     

3,532,191

     

651,450

     

21,451,759

 

Deborah A.P. Hersman

   

324,087,355

     

1,798,470

     

531,410

     

21,451,759

 

Michael E. Jesanis

   

317,522,122

     

8,405,068

     

490,045

     

21,451,759

 

Kevin T. Kabat

   

317,838,188

     

8,104,352

     

474,695

     

21,451,759

 

Carolyn Y. Woo

   

313,017,111

     

12,837,811

     

562,313

     

21,451,759

 

Lloyd M. Yates

   

322,809,404

     

3,117,375

     

490,456

     

21,451,759

 

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

315,232,182

 

10,031,401

 

1,153,652

There were 21,451,759 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 2020. 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

343,175,566

 

4,013,543

 

679,885

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

Proposal 3 was approved.

Proposal 4: Approval of the NiSource Inc. 2020 Omnibus Incentive 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

315,264,446

 

10,089,270

 

1,063,519

There were 21,451,759 broker non-votes as to Proposal 4.

Proposal 4 was approved.


Proposal 5: Stockholder Proposal Regarding Stockholder Right to Act by Written Consent. 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

120,422,844

 

204,388,663

 

1,605,728

There were 21,451,759 broker non-votes as to Proposal 5.

Proposal 5 was not approved.


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 21, 2020

 

 

By:

 

/s/ Anne-Marie W. D’Angelo

 

 

 

Anne-Marie W. D’Angelo

 

 

 

Senior Vice President, General Counsel and Corporate Secretary

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