01—Abstract
Summary
Summary of the 8-K filed May 13, 2024. Cited figures are marked; the original filing is the authoritative source.
NiSource Inc. filed this Form 8-K to report the results of its Annual Meeting of Stockholders held on May 13, 2024, as described in the Company's Proxy Statement filed on April 1, 2024.
Stockholders elected all 12 director nominees, including Peter A. Altabef, Sondra L. Barbour, Theodore H.
Bunting, Jr., Eric L. Butler, Deborah A. Henretta, Deborah A.P.
Hersman, Michael E. Jesanis, William D. Johnson, Kevin T.
Kabat, Cassandra S. Lee, John McAvoy, and Lloyd M. Yates.
Kabat received the fewest votes for his election, at 341,727,766 for and 17,753,124 against. Stockholders approved three of the five proposals. The advisory vote on named executive officer compensation passed with 347,388,459 votes for and 11,849,767 against.
The ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2024 received 374,754,012 votes for and 16,279,389 against. The amended and restated Employee Stock Purchase Plan, which increases the number of shares available under the plan, was approved with 356,921,401 votes for and 2,656,683 against. A stockholder proposal asking the Board to amend the bylaws to require stockholder approval of director compensation was not approved, receiving 8,164,688 votes for and 350,185,104 against.
The filing reports broker non-votes of 31,504,507 on the director election, the advisory compensation vote, the stock purchase plan proposal, and the stockholder proposal. The Form 8-K otherwise contains routine governance disclosure under Item 5.07, along with an Exhibit 104 cover page interactive data file under Item 9.01.
02—Key points
Key Highlights
- All 12 director nominees were elected at the May 13, 2024 Annual Meeting, with Kevin T. Kabat receiving the lowest support at 341,727,766 votes for and 17,753,124 against.
- Stockholders approved the advisory vote on named executive officer compensation, with 347,388,459 votes for and 11,849,767 against.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2024, with 374,754,012 votes for and 16,279,389 against.
- The amended and restated Employee Stock Purchase Plan, which increases the number of shares available under the plan, was approved with 356,921,401 votes for and 2,656,683 against.
- The stockholder proposal requiring stockholder approval of director compensation through bylaw amendments was not approved, with 8,164,688 votes for and 350,185,104 against.
- Broker non-votes totaled 31,504,507 on the director election, advisory compensation vote, stock purchase plan proposal, and stockholder proposal, and there were none on the auditor ratification.
03—Questions
Frequently Asked Questions
Who was elected to the NiSource board at the May 13, 2024 Annual Meeting?
All 12 nominees were elected: Peter A. Altabef, Sondra L. Barbour, Theodore H. Bunting, Jr., Eric L. Butler, Deborah A. Henretta, Deborah A.P. Hersman, Michael E. Jesanis, William D. Johnson, Kevin T. Kabat, Cassandra S. Lee, John McAvoy, and Lloyd M. Yates. The filing reports the votes for, against, and abstaining for each nominee.
Did stockholders approve executive compensation?
Yes. The advisory vote on named executive officer compensation was approved, with 347,388,459 votes for, 11,849,767 against, and 860,256 abstentions, plus 31,504,507 broker non-votes.
Was the auditor appointment approved?
Yes. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2024, with 374,754,012 votes for, 16,279,389 against, and 569,588 abstentions. The filing reports no broker non-votes on this proposal.
What was the outcome of the stockholder proposal on director compensation?
The proposal was not approved. It asked the Board to amend the bylaws to require stockholder approval of director compensation and received 8,164,688 votes for, 350,185,104 against, and 1,748,690 abstentions, with 31,504,507 broker non-votes.
04—Continue