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 9, 2017
NiSource Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-16189 | | 35-2108964 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (I.R.S. Employer Identification No.) |
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| | 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.
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
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).
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.
On May 9, 2017, NiSource Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting as described in the Company’s Proxy Statement filed on April 5, 2017, 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:
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| Name of Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Richard A. Abdoo | 231,675,847 |
| 22,291,539 |
| 1,199,943 |
| 24,975,441 |
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| Peter A. Altabef | 251,074,397 |
| 2,888,074 |
| 1,204,858 |
| 24,975,441 |
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| Aristides S. Candris | 245,896,969 |
| 8,162,395 |
| 1,107,965 |
| 24,975,441 |
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| Wayne S. DeVeydt | 249,910,465 |
| 4,134,886 |
| 1,121,978 |
| 24,975,441 |
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| Joseph Hamrock | 248,449,043 |
| 5,894,637 |
| 823,649 |
| 24,975,441 |
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| Deborah A. Henretta | 247,318,808 |
| 6,821,526 |
| 1,026,995 |
| 24,975,441 |
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| Michael E. Jesanis | 233,078,517 |
| 20,996,826 |
| 1,091,986 |
| 24,975,441 |
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| Kevin T. Kabat | 247,949,090 |
| 6,151,152 |
| 1,067,087 |
| 24,975,441 |
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| Richard L. Thompson | 227,375,772 |
| 26,743,422 |
| 1,048,135 |
| 24,975,441 |
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| Carolyn Y. Woo | 242,972,386 |
| 11,153,357 |
| 1,041,586 |
| 24,975,441 |
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Each nominee, having received more votes in favor of his or her election than against election, was elected.
Proposal 2: Ratification of Independent Auditor. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:
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| Votes For | Votes Against | Abstentions |
| 272,197,497 | 6,783,386 | 1,161,887 |
There were no broker non-votes as to Proposal 2.
Proposal 2, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved.
Proposal 3: Advisory Approval of Named Executive Officer Compensation. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:
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| Votes For | Votes Against | Abstentions |
| 245,570,940 | 7,885,275 | 1,711,114 |
There were 24,975,441 broker non-votes as to Proposal 3.
Proposal 3, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved on an advisory basis.
Proposal 4: Advisory Approval of the Frequency of Future Advisory Votes on Named Executive Officer Compensation. The number of votes cast for a frequency of “One Year,” “Two Years,” and “Three Years,” as well as the number of abstentions, were as follows:
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Votes for One Year | Votes for Two Years | Votes for Three Years | Abstentions |
| 228,666,542 | 1,364,299 | 23,281,100 | 1,855,388 |
There were 24,975,441 broker non-votes as to Proposal 4.
For Proposal 4, in light of the vote of the stockholders on this proposal, the Company has determined to hold future advisory votes on named executive officer compensation every year until the next required stockholder vote on the frequency of such votes is
held or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company's stockholders.
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.
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| | | NiSource Inc. |
| | | (Registrant) |
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| Date: May 10, 2017 | | By: | /s/ Samuel K. Lee |
| | | | Samuel K. Lee |
| | | | Vice President and Corporate Secretary |
