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 | ||||||