8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE DECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 10, 2017

NiSource Inc.

(Exact Name of Registrant as Specified in Charter)

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

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))

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 o

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 July 10, 2017, the Board of Directors of NiSource Inc. (“NiSource”) appointed Eric L. Butler as a director of NiSource for a term continuing until the 2018 annual meeting of the stockholders and until his successor has been duly elected or appointed and qualified. There is no arrangement or understanding between Mr. Butler and any other person pursuant to which he was selected as a director of NiSource. Mr. Butler does not have any direct or indirect material interest in any transaction or proposed transaction involving NiSource required to be reported under Item 404(a) of Regulation S-K. As of the date hereof, the Board of Directors has not determined any committee appointments for Mr. Butler.

Consistent with NiSource’s compensation practices for non-employee directors, Mr. Butler will receive an annualized retainer of $220,000, consisting of $90,000 in cash and an award of restricted stock units valued at $130,000 at the time of the award.

On July 14, 2017, NiSource issued a press release announcing the appointment of Mr. Butler as a director of the company. A copy of that press release is filed as an exhibit to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit  No.	Description
99.1	Press Release issued on July 14, 2017 by NiSource Inc.

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.
July 14, 2017	By:	/s/ Carrie J. Hightman
		Carrie J. Hightman
		Executive Vice President and Chief Legal Officer

EXHIBIT INDEX

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit  No.	Description
99.1	Press Release issued on July 14, 2017 by NiSource Inc.

EX-99.1

Exhibit 99.1

July 14, 2017

FOR ADDITIONAL INFORMATION

Media Ken Stammen Manager, Communications (614) 460-5544 kstammen@nisource.com Investors Randy Hulen Vice President, Investor Relations (219) 647-5688 rghulen@nisource.com Sara Macioch Manager, Investor Relations (614) 460-4789 smacioch@nisource.com

Eric L. Butler Joins NiSource Board of Directors

MERRILLVILLE, Ind. - NiSource Inc. (NYSE: NI) today announced that its Board of Directors appointed Eric L. Butler to the Board.

Butler currently serves as executive vice president, chief administrative officer and corporate secretary at Union Pacific Corporation. Prior to his current role, he served as executive vice president and chief marketing officer from March 2012 to December 2016.

Before that, he served seven years as Union Pacific’s vice president and general manager, Industrial Products and two years as vice president and general manager, Automotive. Since joining Union Pacific in 1986, Butler has held a number of positions, including vice president, Supply & Purchasing and vice president, Planning and Analysis.

He graduated with a bachelor's degree in Mechanical Engineering in 1981 and a Master’s of Science in Industrial Administration in 1986, both from Carnegie Mellon University in Pittsburgh. Butler has been a director of the Omaha branch of the Federal Reserve Bank of Kansas City since 2015.

“We are pleased to have Eric join the NiSource Board of Directors,” said NiSource Board Chairman Richard L. Thompson. “His extensive business experience, which includes executive roles in strategic planning, human resources, labor relations, marketing and purchasing, will be valuable to NiSource as we continue to execute on our robust long-term utility infrastructure investment programs, while operating our core business of safely and reliably delivering critical energy services to our customers.”

Butler’s election to the NiSource Board is effective July 10, 2017, and he is expected to be up for re-election by NiSource shareholders at next year’s annual shareholders meeting.

About NiSource

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 approximately 8,000 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. Follow us at www.facebook.com/nisource, www.linkedin.com/company/nisource or www.twitter.com/nisourceinc. NI-F