--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-137263" form_type: "8-K" ticker: "NI" cik: "0001111711" company_name: "NISOURCE INC." filed_at: "2024-05-13T23:59:59+00:00" generated_at: "2026-06-02T01:54:20.996861+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # NiSource annual meeting: all 13 directors elected, say-on-pay, auditor, ESPP approved, shareholder proposal fails ## Summary - All 13 director nominees elected; Kevin T. Kabat received highest against vote (17.8M). - Say-on-pay (advisory) approved with 347.4M for, 11.8M against, 31.5M broker non-votes. - Ratification of Deloitte as auditor for 2024 approved: 374.8M for, 16.3M against. - Amendment to Employee Stock Purchase Plan to increase shares approved: 356.9M for. - Stockholder proposal on director compensation defeated: 8.2M for, 350.2M against. ## SEC filing metadata - accession: 0001193125-24-137263 - form_type: 8-K - ticker: NI - cik: 0001111711 - company_name: NISOURCE INC. - filed_at: 2024-05-13T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1111711/000119312524137263/0001193125-24-137263-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1111711/000119312524137263/d828037d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-137263 - JSON: https://secwatch.observer/filing/0001193125-24-137263.json - Plain text: https://secwatch.observer/filing/0001193125-24-137263.txt ## Key facts - Shareholder Votes NISOURCE INC. shareholders rejected Stockholder Proposal Requesting that the Board Amend Bylaws Requiring Stockholder Approval of Director Compensation at the 2024-05-13 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2024-05-13 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1111711/000119312524137263/0001193125-24-137263-index.htm - Shareholder Votes NISOURCE INC. shareholders approved Election of Directors at the 2024-05-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-13 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1111711/000119312524137263/0001193125-24-137263-index.htm - Shareholder Votes NISOURCE INC. shareholders approved Approval of Amended and Restated Employee Stock Purchase Plan to Increase the Number of Shares Available Under the Plan at the 2024-05-13 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-05-13 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1111711/000119312524137263/0001193125-24-137263-index.htm - Shareholder Votes NISOURCE INC. shareholders approved Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2024 at the 2024-05-13 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-13 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1111711/000119312524137263/0001193125-24-137263-index.htm - Shareholder Votes NISOURCE INC. shareholders approved Approval of Named Executive Officer Compensation on an Advisory Basis at the 2024-05-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-13 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1111711/000119312524137263/0001193125-24-137263-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.