8-K

NISOURCE INC.

May 13, 2024

/s/ Kimberly S. Cuccia

Kimberly S. Cuccia

Senior Vice President, General Counsel and Corporate Secretary

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

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.

SEC Form 8-K filed by NiSource Inc