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 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
On March 18, 2024, Aristides S. Candris, a member of the Board of Directors (the “Board”) of NiSource Inc. (the “Company”), notified the Board of his decision to retire from the Board, effective as of March 19, 2024. Mr. Candris’ decision to retire from the Board was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board thanks Mr. Candris for his leadership and service to the Company.
On March 19, 2024, the Board appointed John McAvoy as a director of the Company, effective immediately. The Board also appointed Mr. McAvoy to serve on the Compensation and Human Capital Committee and Safety, Operations, Regulatory and Policy Committee. Mr. McAvoy will stand for election at the Company’s 2024 Annual Meeting of Stockholders.
Mr. McAvoy, 63, most recently served as President and Chief Executive Officer of Consolidated Edison, Inc. (“ConEdison”) and Chief Executive Officer of Consolidated Edison Company of New York, Inc. (“ConEdison of New York”) from December 2013 through December 28, 2020. He continued to serve as director of ConEdison until his retirement in May 2023 after forty-three years of experience with ConEdison, including serving as Non-executive Chairman of the Board of ConEdison and the Board of ConEdison of New York from January 2021 until December 2021 as well as Chairman of the Board of ConEdison and ConEdison of New York from May 2014 until December 2020.
There is no arrangement or understanding between Mr. McAvoy and any other person, pursuant to which he was selected as a director of the Company. Mr. McAvoy does not have any direct or indirect material interest in any transaction or proposed transaction involving the Company required to be reported under Item 404(a) of Regulation S-K.
Consistent with the Company’s compensation practices for non-employee directors, Mr. McAvoy will receive an annualized retainer of $275,000, consisting of $110,000 in cash and an award of restricted stock units valued at $165,000 at the time of the award. The form of restricted stock unit award agreement for non-employee directors was previously filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
A copy of the Company’s press release, dated March 19, 2024, announcing Mr. Candris’ retirement and Mr. McAvoy’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | NiSource Inc. Press Release dated March 19, 2024 | |
| 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. | ||||||
| (Registrant) | ||||||
| Date: March 19, 2024 | By: | /s/ Kimberly S. Cuccia | ||||
| Kimberly S. Cuccia | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||