NISOURCE INC
For the period ended May 13, 2024. Filed Apr 1, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2024 · Filed Apr 1, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under Rule 14a-12 |
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NISOURCE INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | | | No fee required. | ||
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| ☐ | | | Fee paid previously with preliminary materials. | ||
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| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11. | ||
801 E. 86 th Avenue • Merrillville, Indiana 46410 • (877) 647-5990
NOTICE OF ANNUAL MEETING
April 1, 2024
To the Holders of Our Common Stock:
The 2024 annual meeting of stockholders (the “Annual Meeting”) of NiSource Inc., a Delaware corporation, will be conducted in a virtual format only via live audio webcast on Monday, May 13, 2024, at 9:30 a.m. Central Time atwww.virtualshareholdermeeting.com/NI2024, for the following purposes:
| ■ | To elect twelve directors named in the proxy statement to hold office until the next annual stockholders’ meeting and until their respective successors have been elected or appointed and qualified; |
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| ■ | To approve named executive officer compensation on an advisory basis; |
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| ■ | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; |
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| ■ | To approve our Amended and Restated Employee Stock Purchase Plan to increase the number of shares available under the plan; |
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| ■ | To consider a stockholder proposal requesting that our Board of Directors amend bylaws requiring stockholder approval of director compensation; and |
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| ■ | To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. |
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The Annual Meeting will be conducted in a virtual format only to provide access to all of our stockholders regardless of geographic location. There is no in-person meeting for you to attend. A virtual-only meeting enables increased shareholder attendance and participation, improves efficiency, and reduces costs. We designed the format of the Annual Meeting to ensure that our stockholders who attend the Annual Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting.
All stockholders of record as of the close of business on March 18, 2024, are eligible to vote at the Annual Meeting and any adjournment or postponement thereof.
This year, we are pleased to continue to help protect the environment and save costs by using the “Notice and Access” method of delivery. Instead of receiving paper copies of our proxy materials in the mail, many shareholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”).
Your vote is very important. You may vote during the Annual Meeting by following the instructions available on the meeting website, but if you are not able to attend virtually, please submit your vote as soon as possible as instructed in the Notice, proxy card or voting instruction form. You can vote via mail, telephone or the Internet. Whether or not you plan on attending the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting using one of these methods.
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| | | Kimberly S. Cuccia |
| | | Senior Vice President, General Counsel and Corporate Secretary |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
of Stockholders to be Held on May 13, 2024
The Proxy Statement, Notice of Annual Meeting and 2023 Annual Report to Stockholders
are available athttps://www.nisource.com/filings
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.