8-K
Nisource Inc. (NI)
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 11, 2026
NiSource Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-16189 | 35-2108964 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>file number) | (I.R.S. Employer<br> <br>Identification No.) |
| 801 East 86th Avenue<br> <br>Merrillville, Indiana | 46410 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (614) 460-6000
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<br> <br>Symbol(s) | Name of Each Exchange<br> <br>on Which Registered |
|---|---|---|
| Common Stock, par value $0.01 per share | NI | 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 11, 2026, as described in the Company’s Proxy Statement filed on March 30, 2026, 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 | 414,006,968 | 5,855,008 | 469,578 | 25,018,609 | ||||
| Sondra L. Barbour | 412,963,046 | 6,900,966 | 467,542 | 25,018,609 | ||||
| Theodore H. Bunting, Jr. | 414,370,889 | 5,174,625 | 786,040 | 25,018,609 | ||||
| Eric L. Butler | 414,717,073 | 5,160,096 | 454,385 | 25,018,609 | ||||
| Deborah A. Henretta | 406,215,500 | 13,649,916 | 466,138 | 25,018,609 | ||||
| Deborah A.P. Hersman | 415,063,901 | 4,818,145 | 449,508 | 25,018,609 | ||||
| Michael E. Jesanis | 405,424,359 | 14,439,085 | 468,110 | 25,018,609 | ||||
| William D. Johnson | 414,401,564 | 5,436,077 | 493,913 | 25,018,609 | ||||
| Kevin T. Kabat | 405,078,618 | 14,782,458 | 470,478 | 25,018,609 | ||||
| Cassandra S. Lee | 415,025,036 | 4,832,396 | 474,122 | 25,018,609 | ||||
| John McAvoy | 415,286,451 | 4,597,930 | 447,173 | 25,018,609 | ||||
| Lloyd M. Yates | 415,032,999 | 4,957,792 | 340,763 | 25,018,609 |
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 |
|---|---|---|
| 398,500,583 | 20,428,879 | 1,402,092 |
There were 25,018,609 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 2026. 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 |
|---|---|---|
| 419,507,200 | 25,068,686 | 774,277 |
There were no broker non-votes as to Proposal 3.
Proposal 3 was approved.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>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.
| NISOURCE INC. | ||
|---|---|---|
| May 12, 2026 | By: | /s/ Kimberly S. Cuccia |
| Kimberly S. Cuccia | ||
| Executive Vice President, General Counsel and Corporate Secretary |