8-K
filed May 24, 2023, 7:59 PM ET
ticker NI
CIK 0001111711
other material
confidence high
sentiment neutral
materiality 0.40
NiSource annual meeting: authorized shares increased, directors elected, say-on-pay approved
NISOURCE INC.
- Charter amended to increase authorized common stock from 600M to 750M shares; total capital stock from 620M to 770M.
- All 12 director nominees elected; 94% advisory approval of named executive officer compensation.
- Stockholders voted for annual advisory votes on executive compensation (one-year frequency).
- Ratification of Deloitte & Touche as independent auditor for 2023 approved.
- Stockholder proposal to separate Chairman and CEO roles rejected with 60% against.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
NISOURCE INC.: Approved amendment to increase authorized shares of common stock from 600 million to 750 million and total capital stock from 620 million to 770 million (effective 2023-05-23).
- Change
- charter amendment
- Effective
- 2023-05-23
Exact text from the filing
On May 23, 2023, at the annual meeting of stockholders (the “Annual Meeting”) of NiSource Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 600 million to 750 million and a corresponding increase to the number of authorized shares of all classes of capital stock from 620 million to 770 million.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NISOURCE INC. shareholders approved Approval of the Frequency of Future Advisory Votes on Named Executive Officer Compensation on an Advisory Basis at the 2023-05-23 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-23
Exact text from the filing
The number of votes cast for a frequency of "One Year," "Two Years," and "Three Years," as well as the number of abstentions, were as follows: Votes For One Year Votes For Two Years Votes For Three Years Abstentions 318,849,679 677,586 3,646,683 1,616,446 There were 29,549,068 broker non-votes as to Proposal 3.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NISOURCE INC. shareholders approved Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock at the 2023-05-23 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-23
Exact text from the filing
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 342,920,633 10,286,634 1,132,195 There were no broker non-votes as to Proposal 5. Proposal 5 was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NISOURCE INC. shareholders approved Election of Directors at the 2023-05-23 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-23
Exact text from the filing
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 314,974,374 9,094,012 722,008 29,549,068 Sondra L. Barbour 316,484,228 7,605,777 700,389 29,549,068 Theodore H. Bunting, Jr. 316,022,989 8,216,130 551,275 29,549,068 Eric L. Butler 298,137,716 25,909,380 743,298 29,549,068 Aristides S. Candris 312,712,828 11,388,641 688,925 29,549,068 Deborah A. Henretta 295,324,679 28,741,791 723,924 29,549,068 Deborah A.P. Hersman 320,027,497 4,086,065 676,832 29,549,068 Michael E. Jesanis 319,922,946 4,304,866 562,582 29,549,068 William D. Johnson 319,228,570 4,895,969 665,855 29,549,068 Kevin T. Kabat 293,546,598 30,632,893 610,903 29,549,068 Cassandra S. Lee 316,791,547 7,315,903 682,944 29,549,068 Lloyd M. Yates 319,603,565 4,525,976 660,853 29,549,068
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NISOURCE INC. shareholders rejected Stockholder Proposal Adopting a Policy Requiring Separation of the Roles of Chairman of the Board and Chief Executive Officer at the 2023-05-23 meeting.
- Outcome
- failed
- Meeting
- 2023-05-23
Exact text from the filing
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 123,102,697 200,446,939 1,240,758 There were 29,549,068 broker non-votes as to Proposal 6. Proposal 6 was not approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NISOURCE INC. shareholders approved Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2023 at the 2023-05-23 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-23
Exact text from the filing
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 337,602,727 16,192,305 544,430 There were no broker non-votes as to Proposal 4. Proposal 4 was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NISOURCE INC. shareholders approved Approval of Named Executive Officer Compensation on an Advisory Basis at the 2023-05-23 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-23
Exact text from the filing
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 305,346,331 18,496,487 947,576 There were 29,549,068 broker non-votes as to Proposal 2. Proposal 2 was approved on an advisory basis.
View on SEC.gov
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