01—Abstract
Summary
Summary of the 8-K filed May 13, 2025. Cited figures are marked; the original filing is the authoritative source.
NiSource Inc. filed a Form 8-K reporting the results of its Annual Meeting of Stockholders held on May 12, 2025.
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.
Each nominee received substantially more votes for than against, though Kevin T. Kabat drew the largest number of votes against (17,372,094). Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, with 390,097,828 votes for and 14,074,664 against.
They also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025, with 410,717,093 votes for, 21,279,058 against, and 692,223 abstentions. A stockholder proposal requesting support for a special shareholder meeting improvement was not approved.
It received 140,448,169 votes for, 265,156,941 against, and 1,842,974 abstentions, with 25,240,290 broker non-votes. The filing also lists Exhibit 104, the cover page Interactive Data File embedded in the Inline XBRL document.
02—Key points
Key Highlights
- All 12 director nominees were elected at the May 12, 2025 Annual Meeting, as described in the Company's March 31, 2025 Proxy Statement.
- Advisory say-on-pay proposal approved, with 390,097,828 votes for and 14,074,664 votes against.
- Deloitte & Touche LLP ratified as the independent registered public accounting firm for 2025, with 410,717,093 votes for and 21,279,058 against.
- Stockholder proposal to support a special shareholder meeting improvement was not approved, receiving 140,448,169 votes for and 265,156,941 against.
- Broker non-votes totaled 25,240,290 on the director election, advisory compensation vote, and special meeting proposal.
- Kevin T. Kabat received the most votes against any director nominee, at 17,372,094.
03—Questions
Frequently Asked Questions
Who was elected to the Company's Board of Directors?
Stockholders elected all 12 nominees: 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.
Did stockholders approve executive compensation?
Yes. The advisory vote on named executive officer compensation was approved, with 390,097,828 votes for, 14,074,664 votes against, and 3,275,592 abstentions. There were 25,240,290 broker non-votes on this proposal.
Was the independent auditor approved?
Yes. Stockholders ratified Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2025, with 410,717,093 votes for, 21,279,058 against, and 692,223 abstentions. There were no broker non-votes on this proposal.
Why was the stockholder proposal on special shareholder meetings not approved?
The proposal, titled Stockholder Proposal Requesting to Support Special Shareholder Meeting Improvement, received 140,448,169 votes for, 265,156,941 votes against, and 1,842,974 abstentions. Because more votes were cast against it than for it, the proposal was not approved.
04—Continue