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 24, 2022
NiSource Inc.
(Exact name of registrant as specified in its 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, IN | 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)) |
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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 | NYSE |
| Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25,000 per share and a 1/1,000th ownership interest in a share of Series B-1 Preferred Stock, par value $0.01 per share, liquidation preference $0.01 per share | NI PR B | NYSE |
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. |
|---|
On May 24, 2022, the Board of Directors (the “Board”) of NiSource Inc. (the “Company”) appointed Melody Birmingham as Executive Vice President and Chief Innovation Officer, and William Jefferson as Executive Vice President, Operations and Chief Safety Officer, in each case effective July 1, 2022.
Ms. Birmingham, age 50, most recently served as Senior Vice President and Chief Administrative Officer at Duke Energy Corporation, a utility company (“Duke Energy”), from May 2021, where she was responsible for information technology, enterprise security, administrative services, and the supply chain organization. Prior to that, she served as SVP and Chief Procurement Officer from December 2018 until May 2021. From June 2015 until December 2018, she served as State President of Duke Energy’s Indiana operations with responsibilities for the state utilities’ financial performances and customer experiences, in addition to rates and regulatory strategy, government affairs, community relations and economic development. Prior to that position, Ms. Birmingham served as Senior Vice President of Midwest Delivery Operations for Duke Energy. Ms. Birmingham is also a board member of 1st Source Corporation and 1st Source Bank.
In connection with Ms. Birmingham’s appointment as Executive Vice President and Chief Innovation Officer, Ms. Birmingham will receive an annual base salary of $625,000, a one-time cash bonus in an amount of $225,000, payable within 45 days of the effective date of her employment, payment of relocation expenses, and an annual incentive award under the Company’s short-term cash-based incentive program (“STI”) with a target payout of 75% of her annual base salary. Ms. Birmingham will also receive a long-term incentive grant (“LTI”) under the Company’s long-term incentive program with a grant date value of $1,250,000. This grant will be awarded as a combination of service-based restricted stock units (20%) and performance-based share units (80%), each vesting during the first quarter of 2025, unless otherwise determined by the Compensation and Human Capital Committee. Vesting of the performance-based share units is contingent on satisfaction of pre-determined performance criteria. Ms. Birmingham will additionally receive a special grant of restricted stock units with a grant date value of $1,161,855, with 40% of such restricted stock units vesting during the third quarter of 2023 and the remaining 60% vesting during the third quarter of 2024, subject to her continued employment through such vesting dates.
Mr. Jefferson, age 60, most recently served as Site Vice President at South Texas Project Nuclear Operating Company, a nuclear plant operating company (“STP”). Prior to that, he served in several roles of increasing responsibility at STP beginning in 2016 including Operations Director, Plant General Manager and Station Director.
In connection with Mr. Jefferson’s appointment as Executive Vice President, Operations and Chief Safety Officer, Mr. Jefferson will receive an annual base salary of $475,000, a one-time cash bonus of $150,000, payable within 45 days of the effective date of his employment, payment of relocation expenses and an annual incentive award under the Company’s STI with a target payout of 70% of his annual base salary. Mr. Jefferson will also receive an LTI grant under the Company’s long-term incentive program with a grant date value of $712,500. This grant will be awarded as a combination of service-based restricted stock units (20%) and performance-based share units (80%), each vesting during the first quarter of 2025, unless otherwise determined by the Compensation and Human Capital Committee. Vesting of the performance-based share units is contingent on satisfaction of pre-determined performance criteria. Mr. Jefferson will additionally receive a special grant of restricted stock units with a grant date value of $800,000, with 50% of such restricted stock units vesting during the third quarter of 2023 and the remaining 50% vesting during the third quarter of 2024, subject to his continued employment through such vesting dates.
Ms. Birmingham and Mr. Jefferson will each also be entitled to participate in the Company’s benefit plans and the executive severance policy. In addition, Ms. Birmingham and Mr. Jefferson will enter into a change in control and termination agreement with the Company that provides for a lump sum payment equal to two times their annual base salary and target incentive bonus compensation and 130% of COBRA continuation premiums due for the two-year period following termination. The executive severance policy and the form of the change in control and termination agreement were previously filed as Exhibits 10.47 and 10.23, respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and these programs are described in the Company’s definitive proxy statement, dated April 19, 2022.
Neither Ms. Birmingham nor Mr. Jefferson has any direct or indirect material interest in any transaction or proposed transaction involving the Company required to be reported under Item 404(a) of Regulation S-K. There are no arrangements or understandings pursuant to which they were selected as officers of the Company, and there are no family relationships requiring disclosure under Item 401(d) of Regulation S-K.
Also on May 24, 2022, the Board approved the following changes to the Company’s executive leadership team:
| • | Donald E. Brown will continue to serve as Executive Vice President and Chief Financial Officer of the Company, with his position as President, NiSource Corporate Services effective through June 30, 2022. |
|---|---|
| • | Pablo A. Vegas will continue to serve as Executive Vice President and Group President, Utilities of the Company, with his position as Chief Operating Officer effective through June 30, 2022. |
| --- | --- |
| • | Charles E. Shafer, II has been appointed Vice President, Health, Safety and Environmental Execution of the Company, effective July 1, 2022. His position as Senior Vice President and Chief Safety Officer remains effective through June 30, 2022. |
| --- | --- |
| 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 Stockholder Meeting held on May 24, 2022, as described in the Company’s Proxy Statement filed on April 19, 2022, 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 | 320,013,912 | 4,289,824 | 406,477 | 20,874,399 | ||||
| Sondra L. Barbour | 321,657,345 | 2,658,639 | 394,229 | 20,874,399 | ||||
| Theodore H. Bunting, Jr. | 313,242,209 | 11,072,458 | 395,546 | 20,874,399 | ||||
| Eric L. Butler | 316,764,414 | 7,485,321 | 460,478 | 20,874,399 | ||||
| Aristides S. Candris | 318,963,865 | 5,278,482 | 467,866 | 20,874,399 | ||||
| Deborah A. Henretta | 311,772,951 | 12,370,058 | 567,204 | 20,874,399 | ||||
| Deborah A.P. Hersman | 321,178,636 | 3,144,707 | 386,870 | 20,874,399 | ||||
| Michael E. Jesanis | 315,069,208 | 8,920,289 | 720,716 | 20,874,399 | ||||
| William D. Johnson | 321,357,719 | 2,806,975 | 545,519 | 20,874,399 | ||||
| Kevin T. Kabat | 317,844,777 | 6,443,440 | 421,996 | 20,874,399 | ||||
| Cassandra S. Lee | 319,937,262 | 4,380,009 | 392,942 | 20,874,399 | ||||
| Lloyd M. Yates | 320,988,470 | 3,279,916 | 441,827 | 20,874,399 |
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 |
|---|---|---|
| 307,456,266 | 16,399,882 | 854,065 |
There were 20,874,399 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 2022. 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 |
|---|---|---|
| 331,734,837 | 11,734,414 | 2,115,361 |
There were no broker non-votes as to Proposal 3.
Proposal 3 was approved.
Proposal 4: Stockholder Proposal Reducing the Threshold Stock Ownership Requirement for a Stockholder to Call a Special Meeting. 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 |
|---|---|---|
| 124,105,553 | 199,609,881 | 994,779 |
There were 20,874,399 broker non-votes as to Proposal 4.
Proposal 4 was not approved.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On May 25, 2022, the Company issued a press release announcing the appointments of Ms. Birmingham and Mr. Jefferson and other organizational changes. A copy of that press release is furnished as an exhibit to this report. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | NiSource Inc. Press Release dated May 25, 2022 |
| 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: May 25, 2022 | By: | /s/ Kimberly S. Cuccia |
| Kimberly S. Cuccia | ||
| Senior Vice President, General Counsel and Corporate Secretary |
EX-99.1
Exhibit 99.1
May 25, 2022
FORADDITIONAL INFORMATION
| Media | Investors | |
|---|---|---|
| Christopher Garland | Randy Hulen | Christopher Turnure |
| Chief Comms Officer | VP, IR and Treasurer | Director, Investor Relations |
| (952) 905-6805 | (219) 647-5688 | (614) 404-9426 |
| cgarland@nisource.com | rghulen@nisource.com | cturnure@nisource.com |
NISOURCE ANNOUNCES LEADERSHIP CHANGES AND ADDITIONS
Melody Birmingham, William (Bill) Jefferson and Melanie Berman Join Executive Leadership Team
MERRILLVILLE, Ind. – NiSource Inc. (NYSE: NI) today announced the appointments of Melody Birmingham, William (Bill) Jefferson, and Melanie Berman to the company’s executive leadership team, along with a reconfiguration of leadership responsibilities for several others on that team. These changes take effect on July 1.
Melody Birmingham will join the company as NiSource’s executive vice president and chief innovation officer, responsible for the company’s transformation office, information technology, communications, customer, aviation, real estate, corporate security and supply chain management. Birmingham joins from Duke Energy, where she served as senior vice president and chief administrative officer responsible for information technology, enterprise security, administrative services, and the supply chain organization. Prior to that, she served as state president of Duke Energy’s Indiana operations, with responsibilities for the state utilities’ financial performances and customer experiences, in addition to rates and regulatory strategy, government affairs, community relations and economic development.
“With more than 25 years of executive and leadership experience, Melody brings a wealth of knowledge and expertise to NiSource,” said Lloyd Yates, president and CEO of NiSource. “Melody is well-known and highly respected in the utility sector, particularly in Indiana, one of our largest operating territories, and will play a pivotal role in the company’s transformation as we continue to evolve and grow with the changing energy needs of our customers and communities.”
Birmingham holds a Bachelor of Science degree in organizational leadership and management from Purdue University and a Master of Business Administration from Strayer University. She completed the Advanced Management Program at the Harvard Business School. In 2016, Birmingham was awarded an honorary Doctor of Humane Letters degree from Saint Mary-of-the-Woods College in Terre Haute, Ind.
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William (Bill) Jefferson is also joining NiSource’s leadership team as executive vice president, operations, and chief safety officer. Jefferson will oversee emergency response, engineering and asset management, environmental health and safety, field operations support, major projects, operational excellence, work management, and contractor support.
Jefferson joins NiSource from STP Nuclear Operating Company, where he served as site vice president. Prior to that, he served as plant general manager and operations director for STP. Earlier in his career, he served as vice president, transmission maintenance and construction at Duke Energy, and also served as vice president of the Harris Nuclear Plant for Progress Energy and vice president of the Turkey Point and St. Lucie nuclear plants for Florida Power and Light.
Jefferson also served in several roles of increasing responsibility with Exelon Generation Company / PECO Energy Company, including plant manager at Susquehanna Electric Company, senior manager of plant engineering at Peach Bottom Atomic Power Station, and manager of reactor services at PECO Nuclear.
Jefferson has more than 35 years of experience in the utility industry. He earned his Bachelor of Science degree in nuclear engineering from Purdue University. He attended the Duke Fuqua Advanced Management Program and earned a senior reactor operator’s license from Peach Bottom nuclear plant.
“Bill brings a depth of knowledge in the areas of safety and operational excellence from the nuclear segment — one of the safest, most stringent, in the world,” Yates said. “With his addition, we plan to drive operational excellence and safety to world-class levels at NiSource and our operating companies.
Once Jefferson joins, Chuck Shafer will lead health, safety and environmental execution, reporting to Jefferson.
The company also announced that Melanie Berman, the company’s senior vice president and chief human resources officer, has been elevated to the executive leadership team, also effective July 1.
“Since joining the company, Melanie has distinguished herself to be a leader of the highest caliber,” Yates continued. “With more than 20 years of experience managing large-scale change, Melanie will have an important voice at our leadership table as the company navigates and evolves through the energy transition.”
Since joining NiSource in June 2021, Berman has partnered with the leadership and the Board’s Compensation and Human Capital Committee to develop a talent strategy, encompassing acquisition and development of talent, succession planning, and executive compensation, at a time when attracting and retaining top talent is critical. In addition, Berman has significantly increased the company’s change management capabilities.
Berman joined NiSource from The Michaels Companies, where she served as executive vice president and chief human resources officer. Prior to that, Berman held the position of vice president of human resources at Anthem in Dallas, TX. She holds a Bachelor of Arts in Psychology from the State University of New York at Albany, and a Master of Science in Industrial Organizational Psychology from Baruch College.
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Following the additions of these leaders and roles, the NiSource Executive Leadership team will consist of the following members:
| • | Shawn Anderson, SVP and Chief Strategy and Risk Officer |
|---|---|
| • | Melanie Berman, SVP and Chief Human Resources Officer |
| --- | --- |
| • | Melody Birmingham, EVP and Chief Innovation Officer |
| --- | --- |
| • | Donald Brown, EVP and Chief Financial Officer |
| --- | --- |
| • | Kim Cuccia, General Counsel and Corporate Secretary |
| --- | --- |
| • | William Jefferson, EVP Operations and Chief Safety Officer |
| --- | --- |
| • | Pablo Vegas, EVP and Group President, NiSource Utilities |
| --- | --- |
“All of the changes we are announcing today are designed to drive clearer lines of accountability across the organization, and to drive excellence in everything we do,” Yates 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 the customers and communities we serve. NiSource is a member of the Dow Jones Sustainability Index – North America. 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
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