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 5.07 | 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 13, 2024, as described in the Company’s Proxy Statement filed on April 1, 2024, 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 |
355,976,072 | 3,548,915 | 573,495 | 31,504,507 | ||||||||||||
Sondra L. Barbour |
356,817,369 | 2,755,686 | 525,427 | 31,504,507 | ||||||||||||
Theodore H. Bunting, Jr. |
357,045,023 | 2,502,663 | 550,796 | 31,504,507 | ||||||||||||
Eric L. Butler |
352,452,420 | 7,117,449 | 528,613 | 31,504,507 | ||||||||||||
Deborah A. Henretta |
348,720,680 | 10,857,828 | 519,974 | 31,504,507 | ||||||||||||
Deborah A.P. Hersman |
357,050,643 | 2,471,502 | 576,337 | 31,504,507 | ||||||||||||
Michael E. Jesanis |
356,944,097 | 2,613,802 | 540,583 | 31,504,507 | ||||||||||||
William D. Johnson |
356,154,142 | 3,399,477 | 544,863 | 31,504,507 | ||||||||||||
Kevin T. Kabat |
341,727,766 | 17,753,124 | 617,592 | 31,504,507 | ||||||||||||
Cassandra S. Lee |
356,829,262 | 2,701,065 | 568,155 | 31,504,507 | ||||||||||||
John McAvoy |
357,620,223 | 1,953,617 | 524,642 | 31,504,507 | ||||||||||||
Lloyd M. Yates |
356,770,557 | 2,715,126 | 612,799 | 31,504,507 |
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 | ||
347,388,459 | 11,849,767 | 860,256 |
There were 31,504,507 broker non-votes as to Proposal 2.
Proposal 2 was approved on an advisory basis.
Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2024. 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 | ||
374,754,012 | 16,279,389 | 569,588 |
There were no broker non-votes as to Proposal 3.
Proposal 3 was approved.
Proposal 4: Approval of Amended and Restated Employee Stock Purchase Plan to Increase the Number of Shares Available Under the Plan. 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 | ||
356,921,401 | 2,656,683 | 520,398 |
There were 31,504,507 broker non-votes as to Proposal 4.
Proposal 4 was approved.
Proposal 5: Stockholder Proposal Requesting that the Board Amend Bylaws Requiring Stockholder Approval of Director 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 | ||
8,164,688 | 350,185,104 | 1,748,690 |
There were 31,504,507 broker non-votes as to Proposal 5.
Proposal 5 was not approved.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
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 13, 2024 | By: | /s/ Kimberly S. Cuccia | ||||
Kimberly S. Cuccia | ||||||
Senior Vice President, General Counsel and Corporate Secretary |