Form 8-K

 

 

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 12, 2015

 

 

NiSource Inc.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-16189   35-2108964

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(IRS Employer

Identification No.)

 

801 East 86th Avenue

Merrillville, Indiana

  46410
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (877) 647-5990

 

 

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))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 12, 2015, NiSource Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting as described in the Company’s Proxy Statement filed on April 7, 2015, 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  

Richard A. Abdoo

     249,786,446         2,483,423         1,246,476         22,518,759   

Aristides S. Candris

     250,243,223         1,946,767         1,326,354         22,518,759   

Sigmund L. Cornelius

     249,781,958         2,479,699         1,254,688         22,518,759   

Michael E. Jesanis

     250,228,989         2,051,678         1,235,678         22,518,759   

Marty R. Kittrell

     250,520,375         1,731,260         1,264,710         22,518,759   

W. Lee Nutter

     249,982,713         2,346,702         1,186,930         22,518,759   

Deborah S. Parker

     249,251,711         2,977,027         1,287,607         22,518,759   

Robert C. Skaggs, Jr.

     250,336,188         2,066,031         1,114,126         22,518,759   

Teresa A. Taylor

     249,501,511         2,777,121         1,237,713         22,518,759   

Richard L. Thompson

     248,504,692         3,767,236         1,244,417         22,518,759   

Carolyn Y. Woo

     247,979,566         4,419,927         1,116,852         22,518,759   

Each nominee, having received more votes in favor of his or her election than against election, was elected.

Proposal 2: Advisory Approval of Executive Compensation. 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

 
243,757,879     7,980,834        1,777,632   

There were 22,518,759 broker non-votes as to Proposal 2.

Proposal 2, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved on an advisory basis.

Proposal 3: Ratification of Independent Registered Public Accountants. 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

 
269,756,838     5,148,110        1,130,156   

 

2


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

Proposal 3, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved.

Proposal 4: Amendment of the Company’s Certificate of Incorporation to give stockholders the power to request special meetings of the stockholders. 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

 
249,949,223     2,469,778        1,097,344   

There were 22,518,759 broker non-votes as to Proposal 4.

Proposal 4, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved.

Proposal 5: Amendment of the Company’s Certificate of Incorporation to reduce the minimum number of Company directors from nine to seven. 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

 
250,299,509     2,137,207        1,079,633   

There were 22,518,759 broker non-votes as to Proposal 5.

Proposal 5, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved.

Proposal 6: Re-Approval of the Company’s 2010 Omnibus Incentive Plan pursuant to Section 162(m) of the Internal Revenue Code. 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

 
241,576,415     10,054,743        1,885,187   

There were 22,518,759 broker non-votes as to Proposal 6.

Proposal 6, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved.

 

3


Proposal 7: Approval of an Amendment to the Company’s Employee Stock Purchase Plan to increase the maximum number of shares available under the plan. 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

 
247,596,365     3,322,836        2,597,144   

There were 22,518,759 broker non-votes as to Proposal 7.

Proposal 7, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved.

Proposal 8: Stockholder Proposal Regarding Reports on Political Contributions. 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

 
91,048,017     113,480,019        48,988,309   

There were 22,518,759 broker non-votes as to Proposal 8.

Proposal 8, having failed to receive the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was not approved.

 

Item 7.01 Regulation FD Disclosure.

On May 12, 2015, the Company issued a press release announcing its intention for the Company and Columbia Pipeline Group, Inc. to pay shareholders an initial combined quarterly common stock dividend of 28 cents per share following the previously announced separation of the two companies. The Company’s press release announcing the dividend increase is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

  

Description

99.1    Press Release issued on May 12, 2015

 

4


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.

 

NISOURCE INC.
May 12, 2015 By:

/s/ Robert E. Smith

Robert E. Smith
Vice President and Corporate Secretary


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Press Release issued on May 12, 2015