SEC Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant To Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2016

(Exact name of registrant as specified in its charter)




Delaware	001-16189	35-2108964
(State or other jurisdiction of incorporation or organization)	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



	Not Applicable
	(Former Name or Former Address, if Changed Since Last Report)

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 11, 2016, NiSource Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting as described in the Company’s Proxy Statement filed on April 7, 2016, 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
Richard A. Abdoo	256,252,809	2,895,622	995,166	24,238,198
Aristides S. Candris	256,465,221	2,589,287	1,089,089	24,238,198
Wayne S. DeVeydt	256,441,833	2,543,645	1,158,119	24,238,198
Joseph Hamrock	257,111,275	2,170,364	861,958	24,238,198
Deborah A. Henretta	256,717,359	2,533,355	892,883	24,238,198
Michael E. Jesanis	256,410,133	2,598,670	1,134,794	24,238,198
Kevin T. Kabat	256,704,845	2,332,559	1,106,193	24,238,198
Richard L. Thompson	255,029,937	4,130,041	983,619	24,238,198
Carolyn Y. Woo	254,449,898	4,905,750	787,949	24,238,198

Each nominee, having received more votes in favor of his or her election than against election, was elected.

Proposal 2: Advisory Approval of Executive Compensation. 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
243,847,027	14,716,731	1,579,839

There were 24,238,198 broker non-votes as to Proposal 2.

Proposal 2, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved on an advisory basis.

Proposal 3: 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
279,865,146	3,747,892	768,757

There were no broker non-votes as to Proposal 3.

Proposal 3, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved.

Proposal 4: Stockholder Proposal Regarding Reports on Political Contributions. 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
110,413,627	109,203,512	40,526,458

There were 24,238,198 broker non-votes as to Proposal 4.

Proposal 4, having failed to receive the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was not approved.

Proposal 5: Stockholder Proposal Regarding a Senior Executive Equity Retention Policy. 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
16,123,369	241,490,576	2,529,652

There were 24,238,198 broker non-votes as to Proposal 5.

Proposal 5, having failed to receive the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was not approved.

Proposal 6: Stockholder Proposal Regarding Accelerated Vesting of Equity Awards of Senior Executives Upon a Change in Control. 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
103,420,913	154,992,971	1,729,713

There were 24,238,198 broker non-votes as to Proposal 6.

Proposal 6, having failed to receive the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was not approved.



ITEM 7.01	Regulation FD Disclosure.

On May 11, 2016, the Company issued a press release announcing that its Board of Directors declared a quarterly dividend of 16.5 cents per share payable to the holders of its common stock. The Company’s press release announcing the dividend increase is furnished as Exhibit 99.1 to this Current Report on Form 8-K.



ITEM 9.01	Financial Statements and Exhibits.



Exhibit Number		Description
99.1		Press Release issued on May 11, 2016

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 12, 2016	By:	/s/Samuel K. Lee
		Samuel K. Lee
		Vice President and Corporate Secretary



Exhibit Number		Description
99.1		Press Release issued on May 11, 2016

FOR ADDITIONAL INFORMATION



Media	Investors
Ken Stammen	Randy Hulen
Manager, Communications	Vice President, Investor Relations
(614) 460-5544	(219) 647-5688
kstammen@nisource.com	rghulen@nisource.com

NiSource Increases Dividend 6.5 Percent

MERRILLVILLE, Ind. - The Board of Directors of NiSource Inc. (NYSE: NI) today declared a quarterly common dividend payment of 16.5 cents per share payable Aug. 19, 2016, to stockholders of record at the close of business on July 29, 2016. This represents an increase of approximately 6.5 percent on an annualized dividend of 66 cents per share.

“Our infrastructure investment strategy continues to deliver significant benefits to our customers and shareholders, and today’s announcement underscores our focus on providing a sustainable and increasing dividend as part of our overall value proposition,” said NiSource President and CEO Joseph Hamrock. “With a focus on executing the full potential of our utility infrastructure strategy, grounded in more than $30 billion in long-term identified investments to fuel our plan, we continue to expect to deliver on our commitment to deliver annual earnings and dividend growth at 4 to 6 percent.”

NiSource Inc. (NYSE: NI) is one of the largest fully-regulated utility companies in the United States, serving approximately 3.5 million natural gas customers and 500,000 electric customers across seven states through its local Columbia Gas and NIPSCO brands. Based in Merrillville, Indiana, NiSource’s more than 7,500 employees are focused on safely delivering reliable and affordable energy to our customers and communities we serve. NiSource has been designated a World’s Most Ethical Company by the Ethisphere Institute since 2012 and is a member of the Dow Jones Sustainability - North America Index. Additional information about NiSource, its investments in modern infrastructure and systems, its commitments and its local brands can be found at www.nisource.com. NI-F

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements are subject to various risks and uncertainties. Examples of forward-looking statements in this release include statement regarding NiSource’s or any of its subsidiaries’ business, performance, infrastructure investments and growth. Factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this release include, but are not limited to, NiSource's debt obligations; any changes in NiSource's credit rating; NiSource's ability to execute its growth strategy; changes in general economic, capital and commodity market conditions; pension funding obligations; economic regulation and the impact of regulatory rate reviews; compliance with environmental laws and the costs of associated liabilities; fluctuations in demand from residential and commercial customers; economic conditions of certain industries; the price of commodities and related transportation costs; the reliability of customers and suppliers to fulfill their payment and contractual obligations; potential impairments of goodwill or definite-lived intangible assets; changes in taxation and accounting principles;

potential incidents and other operating risks associated with our business; the impact of an aging infrastructure; the impact of climate change; potential cyber-attacks; risks associated with construction and natural gas cost and supply; extreme weather conditions; the ability of subsidiaries to generate cash; uncertainties related to the expected benefits of the separation of Columbia Pipeline Group and other matters set forth in the "Risk Factors" section in NiSource's Annual Report on Form 10-K and in other filings with the Securities and Exchange Commission. NiSource expressly disclaims any duty to update, supplement or amend any of its forward-looking statements contained in this release, whether as a result of new information, subsequent events or otherwise, except as required by applicable law.