NiSource annual meeting: all 13 directors elected, say-on-pay, auditor, ESPP approved, shareholder proposal fails

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.

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 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 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 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.