Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
6.50% SERIES B FIXED-RATE RESET CUMULATIVE
REDEEMABLE PERPETUAL PREFERRED STOCK
AND
SERIES B-1 PREFERRED STOCK
OF
NISOURCE INC.
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
NiSource Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
1. At a meeting of the Board of Directors (the “Board”) of the Corporation duly convened and held on January 25, 2024, the Board duly adopted resolutions authorizing (a) the redemption of the outstanding 20,000 shares of the Corporation’s 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred Stock”) and the simultaneous redemption of the outstanding 20,000 shares of the Corporation’s Series B-1 Preferred Stock (the “Series B-1 Preferred Stock”) and (b) the Authorized Officers of the Corporation to do and perform, or cause to be done and performed, all such acts and deeds and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments, waivers, amendments or certificates and to pay any fees or costs in the name and on behalf of the Corporation or otherwise as any such Authorized Officer may deem necessary or appropriate to effectuate and carry out fully the purpose and intent of the foregoing resolutions.
2. All shares of the Series B Preferred Stock and Series B-1 Preferred Stock have been redeemed.
3. The “Authorized Officers” include Kimberly S. Cuccia, the Senior Vice President, General Counsel and Corporate Secretary of the Corporation.
4. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, such resolutions shall have the effect of eliminating from the certificate of incorporation of the Corporation all matters set forth in the Certificate of Designations of the Series B Preferred Stock previously filed by the Corporation with the Secretary of State of the State of Delaware on November 30, 2018 (the “Series B Certificate of Designations”) and the Certificate of Designations of the Series B-1 Preferred Stock previously filed by the Corporation with the Secretary of the State of Delaware on December 26, 2018 (the “Series B-1 Certificate of Designations”).
5. No shares of Series B Preferred Stock and the Series B-1 Preferred Stock remain issued and outstanding.
6. Kimberly S. Cuccia, in her capacity as an Authorized Officer, has certified the resolutions set forth below.
