SEC Form 8-K filed by NiSource Inc

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 12, 2025

 

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 12, 2025, as described in the Company’s Proxy Statement filed on March 31, 2025, 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			404,108,436				2,688,855				650,793				25,240,290
Sondra L. Barbour			404,303,386				2,217,745				926,953				25,240,290
Theodore H. Bunting, Jr.			402,951,521				3,887,952				608,611				25,240,290
Eric L. Butler			397,360,290				9,439,402				648,392				25,240,290
Deborah A. Henretta			403,623,906				3,197,252				626,926				25,240,290
Deborah A.P. Hersman			404,643,982				2,176,664				627,438				25,240,290
Michael E. Jesanis			403,705,528				3,065,766				676,790				25,240,290
William D. Johnson			403,913,297				2,873,648				661,139				25,240,290
Kevin T. Kabat			389,440,200				17,372,094				635,790				25,240,290
Cassandra S. Lee			404,577,685				2,241,907				628,492				25,240,290
John McAvoy			404,755,331				2,082,609				610,144				25,240,290
Lloyd M. Yates			404,032,780				2,776,958				638,346				25,240,290

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
390,097,828		14,074,664		3,275,592

There were 25,240,290 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 2025. 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
410,717,093		21,279,058		692,223

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

Proposal 3 was approved.

Proposal 4: Stockholder Proposal Requesting to Support Special Shareholder Meeting Improvement. 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
140,448,169		265,156,941		1,842,974

There were 25,240,290 broker non-votes as to Proposal 4.

Proposal 4 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, 2025				By:		/s/ Kimberly S. Cuccia
						Kimberly S. Cuccia
						Executive Vice President, General Counsel and Corporate Secretary