Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant To Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2018
 
NiSource Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-16189
 
35-2108964
(State or other jurisdiction
of incorporation or organization)
 
Commission
file number
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
 
 
 
801 East 86th Avenue
Merrillville, Indiana
 
46410
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code (877) 647-5990

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
o
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨











Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 8, 2018, NiSource Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting as described in the Company’s Proxy Statement filed on April 6, 2018, 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
277,235,930

2,506,695

840,507

24,302,672

Eric L. Butler
277,518,112

2,354,509

710,511

24,302,672

Aristides S. Candris
276,547,801

3,225,137

810,194

24,302,672

Wayne S. DeVeydt
276,674,854

3,062,769

845,509

24,302,672

Joseph Hamrock
277,093,907

2,347,973

1,141,252

24,302,672

Deborah A. Henretta
277,034,740

2,763,561

784,831

24,302,672

Michael E. Jesanis
276,340,785

3,442,684

799,663

24,302,672

Kevin T. Kabat
276,611,950

3,209,966

761,216

24,302,672

Richard L. Thompson
273,377,605

6,466,169

739,358

24,302,672

Carolyn Y. Woo
273,840,465

5,940,501

802,166

24,302,672

Each nominee, having received more votes in favor of his or her election than against election, was elected.
Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Auditor for 2018. 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
298,898,957
5,122,604
864,243
There were no broker non-votes as to Proposal 2.
Proposal 2, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved.
Proposal 3: 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
271,973,883
7,220,099
1,389,150
There were 24,302,672 broker non-votes as to Proposal 3.
Proposal 3, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved on an advisory basis.
Proposal 4: Stockholder Proposal Regarding Stockholder Right to Act by Written Consent. 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
99,075,473
179,681,965
1,825,694
There were 24,302,672 broker non-votes as to Proposal 4.
Proposal 4, having failed to receive the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was not approved.






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: May 9, 2018
 
By:
/s/ Samuel K. Lee
 
 
 
Samuel K. Lee
 
 
 
Vice President and Corporate Secretary