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NISOURCE INC

For the period ended May 13, 2024. Filed Apr 1, 2024.

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About this filing

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

NI$44.15-0.7%Stored close · as of Nov 6, 2026
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Contents

PROXY STATEMENT

The accompanying proxy is solicited on behalf of the Board for the Annual Meeting to be held on Monday, May 13, 2024 at 9:30 a.m. Central Time, in a virtual format only via live audio webcast at www.virtualshareholdermeeting.com/NI2024. The common stock, $.01 par value per share, of the Company represented by the accompanying proxy will be voted as directed. If you return a signed proxy card without indicating how you want to vote your shares, the shares represented by the accompanying proxy will be voted as recommended by the Board:

■“FOR” all of the nominees for director;
■“FOR” advisory approval of the compensation of our NEOs;
■“FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for 2024;
■“FOR” the Amended and Restated Employee Stock Purchase Plan (the “Plan”) to increase the number of shares available under the Plan;
■“AGAINST” the stockholder proposal requesting that our Board amend bylaws requiring stockholder approval of director compensation.

This Proxy Statement and the accompanying proxy card are first being sent to stockholders on April 1, 2024. We will bear the expense of this solicitation, which may be supplemented by telephone, facsimile, email and personal solicitation by our officers, employees and agents. To aid in the solicitation of proxies, we have retained D.F. King for a fee of $11,000, plus reimbursement of expenses. We may incur additional fees if we request additional services. We will also request brokerage houses and other nominees and fiduciaries to forward proxy materials, at our expense, to the beneficial owners of stock held as of 5:00 p.m. Eastern Time on March 18, 2024, the record date for voting.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.