NiSource 8-K 2026-05-11

Form 8-K

Filed 2026-05-12. 1 sections, 6K characters. Original on sec.gov · Markdown · JSON

NISOURCE INC.

May 12, 2026

/s/ Kimberly S. Cuccia

Kimberly S. Cuccia

Executive Vice President, General Counsel and Corporate Secretary

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 11, 2026

NiSource Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware		001-16189		35-2108964
(State or other jurisdiction of incorporation)		(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: (614) 460-6000

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		NI		New York Stock Exchange

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 ☐

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.

Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting held on May 11, 2026, as described in the Company’s Proxy Statement filed on March 30, 2026, 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		414,006,968		5,855,008		469,578		25,018,609
Sondra L. Barbour		412,963,046		6,900,966		467,542		25,018,609
Theodore H. Bunting, Jr.		414,370,889		5,174,625		786,040		25,018,609
Eric L. Butler		414,717,073		5,160,096		454,385		25,018,609
Deborah A. Henretta		406,215,500		13,649,916		466,138		25,018,609
Deborah A.P. Hersman		415,063,901		4,818,145		449,508		25,018,609
Michael E. Jesanis		405,424,359		14,439,085		468,110		25,018,609
William D. Johnson		414,401,564		5,436,077		493,913		25,018,609
Kevin T. Kabat		405,078,618		14,782,458		470,478		25,018,609
Cassandra S. Lee		415,025,036		4,832,396		474,122		25,018,609
John McAvoy		415,286,451		4,597,930		447,173		25,018,609
Lloyd M. Yates		415,032,999		4,957,792		340,763		25,018,609

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
398,500,583		20,428,879		1,402,092

There were 25,018,609 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 2026. 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
419,507,200		25,068,686		774,277

There were no broker non-votes as to Proposal 3.

Proposal 3 was 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.