Nisource Inc 8-K, filed Oct 23, 2020
Nisource Inc. (NI)
About this 8-K
Nisource Inc filed this 8-K on October 23, 2020, reporting on events of October 19, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
Commission File Number |
(I.R.S. Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
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 | ||
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 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
As previously disclosed by NiSource Inc. (the “Company”), the Company and Bay State Gas Company d/b/a Columbia Gas of Massachusetts (“CMA”) sold substantially all of the assets of CMA and certain related assets to Eversource Energy, with the transaction closing on October 9, 2020 (the “Closing”).
In connection with the Closing, Carrie J. Hightman, the Company’s Executive Vice President and Chief Legal Officer, and Chief Executive Officer, CMA, stepped down from her role as Chief Executive Officer, CMA. In addition, on October 19, 2020, it was agreed that Ms. Hightman will be departing the Company on January 29, 2021, and her position overseeing the legal function and directing federal government affairs will be eliminated as of such date. Anne-Marie W. D’Angelo, the Company’s Senior Vice President, General Counsel and Corporate Secretary, will be in charge of the legal function and will serve as an executive vice president reporting to Joseph Hamrock, the Company’s President and Chief Executive Officer, effective January 30, 2021. Ms. Hightman’s responsibilities with respect to directing federal government affairs will be transitioned to the utilities organization upon her departure.
The Company thanks Ms. Hightman for her many years of leadership and service, including her key role with respect to the CMA transaction and the Closing.
Due to the elimination of her position, Ms. Hightman will be eligible to receive benefits upon her departure under the NiSource Inc. Executive Severance Policy, the terms of which are consistent with the executive severance terms described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 13, 2020.
A copy of the Company’s press release announcing the pending departure of Ms. Hightman is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | NiSource Inc. Press Release dated October 23, 2020 | |
| 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. | ||||||
| (Registrant) | ||||||
| Date: October 23, 2020 | By: | /s/ Anne-Marie W. D’Angelo | ||||
| Anne-Marie W. D’Angelo | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
October 23, 2020
FOR ADDITIONAL INFORMATION
| Media | Investors | |||
| Ken Stammen | Nick Drew | Sara Macioch | ||
| Corporate Media Relations (614) 460-5544 kstammen@nisource.com |
Director, Investor Relations (614) 460-4638 ndrew@nisource.com |
Manager, Investor Relations (614) 460-4789 smacioch@nisource.com |
NiSource Announces Leadership Changes in Legal
and Federal Government Affairs
MERRILLVILLE, Ind. – NiSource (NYSE: NI) announced today that following the closing of the sale of Columbia Gas of Massachusetts (CMA) to Eversource, Carrie Hightman, executive vice president, chief legal officer, NiSource and CEO and president of CMA, stepped down from her CMA roles. In addition, Hightman will be leaving NiSource in January 2021, and her position overseeing Legal and Federal Government Affairs will be eliminated.
“The Board of Directors and I are deeply grateful for Carrie’s leadership and exceptional legal counsel throughout her 13 years at NiSource. Carrie’s impact has been immeasurable, most recently having successfully led the transition of CMA to Eversource, and also through her elevation of the Legal and Federal Government Affairs functions. All of us at NiSource and our operating companies wish her well in retirement,” said Joe Hamrock, president and CEO of NiSource.
Anne-Marie D’Angelo, who joined the company in September, 2019 and who is serving as senior vice president, general counsel and corporate secretary, will become an executive vice president and a member of the company’s executive leadership team, effective January 30, 2021 and will lead NiSource’s legal function, reporting to Joe Hamrock. Responsibility for Federal Government Affairs, which currently reports to Hightman, will transition to the Utilities organization upon Hightman’s departure.
“Anne-Marie has demonstrated the highest levels of integrity, judgment and leadership since she joined NiSource, and she is well positioned to lead our team of talented and well respected attorneys and contribute substantially as a member of NiSource’s executive leadership team,” Hamrock concluded.
About NiSource
NiSource Inc. (NYSE: NI) is one of the largest fully-regulated utility companies in the United States, serving approximately 3.2 million natural gas customers and 500,000 electric customers across six states through its local Columbia Gas and NIPSCO brands. Based in Merrillville, Indiana, NiSource’s approximately 7,500 employees are focused on safely delivering reliable and affordable energy to our customers and communities we serve. NiSource is a member of the Dow Jones Sustainability - North America Index and the Bloomberg Gender Equality Index and has been named by Forbes magazine among America’s Best Large Employers since 2016. Additional information about NiSource, its investments in modern infrastructure and systems, its commitments and its local brands can be found at www.nisource.com. Follow us at www.facebook.com/nisource, www.linkedin.com/company/nisource or www.twitter.com/nisourceinc. NI-F
# # #