NiSource (NI) 8-K Departure of Directors or Certain Officers

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): January 24, 2024

NiSource Inc.

(Exact name of registrant as specified in its charter)

DE	001-16189	35-2108964
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification No.)

801 East 86th Avenue Merrillville, IN	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	NYSE
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	NYSE

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 January 25, 2024, based on the recommendation of the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of NiSource Inc. (the “Company”), the independent members of the Board approved a total target direct compensation amount of $10.645 million for Lloyd Yates, President and Chief Executive Officer. The increase consisted of a salary increase from $1.05 million to $1.15 million, an increase in his target short-term incentive opportunity from 115% to 130%, and an increase of his target long-term incentive opportunity, from $5.0 million to $8.0 million. The short-term incentive opportunity and a portion of the long-term incentive opportunity are subject to certain performance criteria, including satisfying financial, operational excellence, safety and other metrics. The Committee provided this increased compensation package to Mr. Yates in recognition of his outstanding transformative leadership since his appointment as President and Chief Executive Officer and to better align Mr. Yates with the market for our peer group.

The forms of award agreements for the CEO long-term incentive opportunity are attached hereto as Exhibit 10.1 and Exhibit 10.2.

On January 24, 2024, the Committee of the Board granted a one-time award to Shawn Anderson, Executive Vice President and Chief Financial Officer. Under such award, Mr. Anderson will receive an aggregate equity award valued at $2 million on the date of grant, consisting of 79,428 restricted stock units, which will vest upon certain events. In general, the award will vest 33% on January 24, 2025, 33% on January 24, 2026 and 34% on January 24, 2027. The award also will vest in connection with certain separations from service.

The Form of award agreement for the grant is attached hereto as Exhibit 10.3.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Form of 2024 CEO RSU Award Agreement
10.2	Form of 2024 CEO PSU Award Agreement
10.3	Form of RSU Award Agreement (for awards on or after 2024)
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. (Registrant)
Date: January 26, 2024	By:	/s/ Kimberly S. Cuccia
		Kimberly S. Cuccia
		Senior Vice President, General Counsel and Corporate Secretary