8-K 1 c64682e8vk.htm FORM 8-K e8vk
 
 
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 10, 2011
NiSource Inc.
 
(Exact name of registrant as specified in its charter)
Commission file number 001-16189
     
Delaware   35-2108964
     
(State or other jurisdiction of
incorporation or organization) 		  (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.
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
 

 

 

Item 5.07   Submission of Matters to a Vote of Security Holders
On May 10, 2011, NiSource Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 229,146,676 shares of common stock, par value $.01, or approximately 81.96% of the 279,580,251 shares of common stock outstanding as of the record date, were present in person or by proxy. Set forth below are the matters acted upon by Company stockholders at the Annual Meeting as described the Company’s Proxy Statement filed on April 1, 2011, and the final voting results on each such matter.
Proposal I: 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  
Richard A. Abdoo
     194,737,848       4,300,782       690,598       29,417,448  
Steven C. Beering
     192,713,318       6,206,768       809,142       29,417,448  
Michael E. Jesanis
     197,476,023       1,578,397       674,808       29,417,448  
Marty R. Kittrell
     190,707,916       8,387,487       633,825       29,417,448  
W. Lee Nutter
     194,665,136       4,391,189       672,903       29,417,448  
Deborah S. Parker
     194,707,184       4,323,197       698,847       29,417,448  
Ian M. Rolland
     195,349,934       3,657,125       722,169       29,417,448  
Robert C. Skaggs
     196,713,350       2,379,300       636,578       29,417,448  
Richard L. Thompson
     197,214,778       1,852,840       661,610       29,417,448  
Carolyn Y. Woo
     193,008,522       6,045,659       675,047       29,417,448  
Each nominee, having received more votes in favor of his or her election than against election, was elected.

 

 

Proposal II: Ratification of Independent Registered Public Accountants. 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
226,342,213
  2,079,738   724,723
There were no broker non-votes as to Proposal II.
Proposal II, having received the affirmative vote of the holders of at least a majority of the shares of common stock present and entitled to vote at the Annual Meeting, was approved.
Proposal III: Advisory Vote on Executive Compensation. The number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:
         
Votes For   Votes Against   Abstentions
190,943,352   7,340,813   1,445,063
There were 29,417,448 broker non-votes as to Proposal III.
Proposal III, having received the affirmative vote of the holders of at least a majority of the shares of common stock present and entitled to vote at the Annual Meeting, was approved.
Proposal IV: Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation. The number of votes cast in favor of the annual, every 2 years and every 3 years alternatives, as well as the number of abstentions and broker non-votes, were as follows:
             
Annually   Every 2 Years   Every 3 Years   Abstentions
173,035,677   4,256,108   20,823,647   1,613,796
There were 29,417,448 broker non-votes as to Proposal IV.
The Annual alternative in Proposal IV, having received the affirmative vote of the holders of at least a majority of the shares of common stock present and entitled to vote at the Annual Meeting, was adopted as the stockholders’ preference. The Company intends to include a stockholder vote annually on the compensation of executives in its proxy materials until the next required vote on the frequency of stockholder votes on the compensation of executives.

 

 

Proposal V: Stockholder Proposal regarding Stockholder Action by Written Consent. The number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:
         
Votes For   Votes Against   Abstentions
84,565,352   113,435,006   1,728,870
There were 29,417,448 broker non-votes as to Proposal V.
Proposal V, having failed to receive the affirmative vote of the holders of at least a majority of the shares of common stock present and entitled to vote at the Annual Meeting, 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.    
    (Registrant)   
       
 
     
Date: May 13, 2011  By:   /s/ Robert E. Smith    
    Robert E. Smith   
    Vice President and Assistant Corporate Secretary