UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 23, 2023, at the annual meeting of stockholders (the “Annual Meeting”) of NiSource Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 600 million to 750 million and a corresponding increase to the number of authorized shares of all classes of capital stock from 620 million to 770 million.
The amendment to the Company’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware and became effective on May 23, 2023 and is attached hereto as Exhibit 3.1.
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 Meeting held on May 23, 2023, as described in the Company’s Proxy Statement filed on April 12, 2023, 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 |
314,974,374 | 9,094,012 | 722,008 | 29,549,068 | ||||||||||||
Sondra L. Barbour |
316,484,228 | 7,605,777 | 700,389 | 29,549,068 | ||||||||||||
Theodore H. Bunting, Jr. |
316,022,989 | 8,216,130 | 551,275 | 29,549,068 | ||||||||||||
Eric L. Butler |
298,137,716 | 25,909,380 | 743,298 | 29,549,068 | ||||||||||||
Aristides S. Candris |
312,712,828 | 11,388,641 | 688,925 | 29,549,068 | ||||||||||||
Deborah A. Henretta |
295,324,679 | 28,741,791 | 723,924 | 29,549,068 | ||||||||||||
Deborah A.P. Hersman |
320,027,497 | 4,086,065 | 676,832 | 29,549,068 | ||||||||||||
Michael E. Jesanis |
319,922,946 | 4,304,866 | 562,582 | 29,549,068 | ||||||||||||
William D. Johnson |
319,228,570 | 4,895,969 | 665,855 | 29,549,068 | ||||||||||||
Kevin T. Kabat |
293,546,598 | 30,632,893 | 610,903 | 29,549,068 | ||||||||||||
Cassandra S. Lee |
316,791,547 | 7,315,903 | 682,944 | 29,549,068 | ||||||||||||
Lloyd M. Yates |
319,603,565 | 4,525,976 | 660,853 | 29,549,068 |
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 | ||
305,346,331 | 18,496,487 | 947,576 |
There were 29,549,068 broker non-votes as to Proposal 2.
Proposal 2 was approved on an advisory basis.
Proposal 3: Approval of the Frequency of Future Advisory Votes on Named Executive Officer Compensation on an Advisory Basis. 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:
Votes For One Year |
Votes For Two Years |
Votes For Three Years |
Abstentions | |||
318,849,679 | 677,586 | 3,646,683 | 1,616,446 |
There were 29,549,068 broker non-votes as to Proposal 3.
For Proposal 3, 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.
Proposal 4: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2023. 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 | ||
337,602,727 | 16,192,305 | 544,430 |
There were no broker non-votes as to Proposal 4.
Proposal 4 was approved.
Proposal 5: Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock. 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 | ||
342,920,633 | 10,286,634 | 1,132,195 |
There were no broker non-votes as to Proposal 5.
Proposal 5 was approved.
Proposal 6: Stockholder Proposal Adopting a Policy Requiring Separation of the Roles of Chairman of the Board and Chief Executive Officer. 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 | ||
123,102,697 | 200,446,939 | 1,240,758 |
There were 29,549,068 broker non-votes as to Proposal 6.
Proposal 6 was not approved.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of NiSource Inc. dated May 23, 2023. | |
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 24, 2023 | By: | /s/ Kimberly S. Cuccia | ||||
Kimberly S. Cuccia | ||||||
Senior Vice President, General Counsel and Corporate Secretary |