8-K

NISOURCE INC.

May 13, 2025

/s/ Kimberly S. Cuccia

Kimberly S. Cuccia

Executive Vice President, General Counsel and Corporate Secretary

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, 2025

NiSource Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-16189

35-2108964

(State or other jurisdiction

of incorporation)

(Commission

file number)

(I.R.S. 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, par value $0.01 per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting held on May 12, 2025, as described in the Company’s Proxy Statement filed on March 31, 2025, 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
Peter A. Altabef		404,108,436		2,688,855		650,793		25,240,290
Sondra L. Barbour		404,303,386		2,217,745		926,953		25,240,290
Theodore H. Bunting, Jr.		402,951,521		3,887,952		608,611		25,240,290
Eric L. Butler		397,360,290		9,439,402		648,392		25,240,290
Deborah A. Henretta		403,623,906		3,197,252		626,926		25,240,290
Deborah A.P. Hersman		404,643,982		2,176,664		627,438		25,240,290
Michael E. Jesanis		403,705,528		3,065,766		676,790		25,240,290
William D. Johnson		403,913,297		2,873,648		661,139		25,240,290
Kevin T. Kabat		389,440,200		17,372,094		635,790		25,240,290
Cassandra S. Lee		404,577,685		2,241,907		628,492		25,240,290
John McAvoy		404,755,331		2,082,609		610,144		25,240,290
Lloyd M. Yates		404,032,780		2,776,958		638,346		25,240,290

Each nominee was elected.

Proposal 2: Approval of Named Executive Officer Compensation on an Advisory Basis. 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
390,097,828	14,074,664	3,275,592

There were 25,240,290 broker non-votes as to Proposal 2.

Proposal 2 was approved on an advisory basis.

Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2025. 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
410,717,093	21,279,058	692,223

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

Proposal 3 was approved.

Proposal 4: Stockholder Proposal Requesting to Support Special Shareholder Meeting Improvement. 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
140,448,169	265,156,941	1,842,974

There were 25,240,290 broker non-votes as to Proposal 4.

Proposal 4 was not approved.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

SEC Form 8-K filed by NiSource Inc