Secretary at NiSource Inc., 801 E. 86th Avenue, Merrillville, Indiana 46410.
For your proposal to be considered for inclusion in our proxy statement in connection with the 2024 Annual Meeting, we must receive your written proposal no later than December [■], 2023.
Stockholder proposals not intended to be included in our proxy statement (including
director nominations) may be brought before the 2024 Annual Meeting by filing a notice of stockholder’s intent to do so no earlier than January 24, 2024, and no later than February 23, 2024. The notice must include all of the information
required to be set forth in any such notice by our Bylaws.
Stockholders who intend to submit director nominees for inclusion in our proxy materials
for the 2024 Annual Meeting must comply with the requirements of proxy access as set forth in our Bylaws. The stockholder or group of stockholders who wish to submit director nominees pursuant to proxy access must deliver the required materials
to us no earlier than November [■], 2023, and no later than December [■], 2023.
In addition to satisfying the foregoing requirements under our Bylaws, to comply with
the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the
Exchange Act no later than March 24, 2023.
If you would like a copy of our Bylaws, please contact our Corporate Secretary at the
above address or access our Bylaws filed with the SEC as Exhibit 3.1 to our Current Report on Form 8-K filed on August 10, 2022. Failure to comply with our Bylaw procedure and deadlines may preclude presentation and consideration of the matter
or of the proposed nominee for election at the 2024 Annual Meeting.
FORM 10-K, ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022,
including the financial statements and the financial statement schedules, but without exhibits, is contained within our Annual Report which is available on our website at https://www.nisource.com/filings.
We will mail a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including the financial statements and the financial statement schedules, but without exhibits, free of charge to any stockholder upon written
request to NiSource Inc., c/o Corporate Secretary, 801 East 86th Avenue, Merrillville, Indiana 46410.
AVAILABILITY OF PROXY MATERIALS
In accordance with SEC rules, we are using the internet as our primary means of
furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for
accessing the proxy materials, including our Proxy Statement and Annual Report for the year ended December 31, 2022, and voting via the internet. The Notice of Internet Availability of Proxy Materials also provides information on how
stockholders may obtain paper copies of our proxy materials if they so choose. This makes the proxy distribution process more efficient and less costly and helps conserve natural resources. If you previously elected to receive our proxy
materials electronically, these materials will continue to be sent via email unless you change your election.
MULTIPLE STOCKHOLDERS SHARING THE SAME ADDRESS —
“HOUSEHOLDING”
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to
satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to
as “householding,” may potentially provide extra convenience for stockholders and cost savings for companies or the intermediary.
You may receive proxy materials through an intermediary who uses householding to deliver
proxy materials. If so, a single copy of the proxy materials, including the Notice of Internet Availability of Proxy Materials, may be delivered to
