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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 19, 2020, the Board of Directors of NiSource Inc. (the “Company”) appointed Pablo A. Vegas as Executive Vice President. Chief Operating Officer and President, NiSource Utilities, effective June 1, 2020.
Mr. Vegas, age 47, has served as Executive Vice President and President, Gas Utilities, from January 2019 through May 2020; Executive Vice President and Chief Restoration Officer from September 2018 through December 2018; Executive Vice President, Gas Business Segment and Chief Customer Officer from May 2017 to September 2018; and Executive Vice President and President, Columbia Gas Group, from May 2016 to May 2017. Previously, Mr. Vegas held a variety of senior executive positions in the regulated utility and consulting industries, including President and Chief Operating Officer at American Electric Power (“AEP”) Ohio from 2012 to 2016.
Mr. Vegas has not entered into any material compensation plan, contract, arrangement or amendment in connection with his new appointment and he does not have any direct or indirect material interest in any transaction or proposed transaction involving the Company required to be reported under Item 404(a) of Regulation S-K. There is no arrangement or understanding pursuant to which he was selected as an officer of the Company, and there is no family relationship requiring disclosure under Item 401(d) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On May 21, 2020, the Company issued a press release announcing the appointment of Mr. Vegas and other organizational changes. A copy of that press release is furnished as an exhibit to this report.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. | Description | |||
99.1 | ||||
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 21, 2020 | By: | /s/ Anne-Marie W. D’Angelo | ||||
Anne-Marie W. D’Angelo | ||||||
Senior Vice President, General Counsel and Corporate Secretary | ||||||