Nisource Inc 8-K, filed Mar 11, 2020
Nisource Inc. (NI)
About this 8-K
Nisource Inc filed this 8-K on March 11, 2020, reporting on events of March 9, 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 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 9, 2020, the Board of Directors of NiSource Inc. (“NiSource”) appointed Lloyd M. Yates as a director of NiSource, effective immediately. As of the date hereof, the Board of Directors has not determined any committee appointments for Mr. Yates.
There is no arrangement or understanding between Mr. Yates and any other person pursuant to which he was selected as a director of NiSource. Mr. Yates does not have any direct or indirect material interest in any transaction or proposed transaction involving NiSource required to be reported under Item 404(a) of Regulation S-K.
Consistent with NiSource’s compensation practices for non-employee directors, Mr. Yates will receive an annualized retainer of $235,000, consisting of $97,500 in cash and an award of restricted stock units valued at $137,500 at the time of the award.
On March 10, 2020, NiSource issued a press release announcing the appointment of Mr. Yates as a director of NiSource. A copy of that press release is filed as an exhibit to this report and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Description | |||
| 99.1 |
||||
| 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. | ||||||
| March 10, 2020 |
By: |
/s/ Anne-Marie W. D’Angelo | ||||
| Anne-Marie W. D’Angelo | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
March 10, 2020
FOR ADDITIONAL INFORMATION
| Media | Investors | |||
| Ken Stammen Corporate Media Relations (614) 460-5544 kstammen@nisource.com |
Nick Drew Director, Investor Relations (614) 460-4638 ndrew@nisource.com |
Sara Macioch Manager, Investor Relations (614) 460-4789 smacioch@nisource.com |
Lloyd Yates Appointed to NiSource Board of Directors
MERRILLVILLE, Ind. – NiSource Inc. (NYSE: NI) today announced that its Board of Directors appointed Lloyd Yates to the board.
Yates, brings significant energy and regulated utility experience to NiSource’s board, having retired in 2019 from Duke Energy Corporation, where he most recently served as Executive Vice President, Customer and Delivery Operations, and President, Carolinas Region, since 2014. In this role, he was responsible for aligning customer-focused products and services to deliver a personalized end-to-end customer experience to position Duke Energy for long-term growth, as well as for the profit/loss, strategic direction and performance of Duke Energy’s regulated utilities in North Carolina and South Carolina.
Previously, he served as Executive Vice President of Regulated Utilities, overseeing Duke Energy’s utility operations in six states, federal government affairs, and environmental and energy policy at the state and federal levels, as well as Executive Vice President, Customer Operations, where he led the transmission, distribution, customer services, gas operations and grid modernization functions for millions of utility customers. He held various senior leadership roles at Progress Energy, Inc., prior to its merger with Duke Energy, from 2000 to 2012.
“Lloyd adds significant energy industry and regulated utility experience to the NiSource Board of Directors,” said NiSource Chairman Kevin T. Kabat. “At Duke Energy, he used his operational experience to improve safety, reliability and the overall customer experience for millions of customers. He has significant expertise overseeing regulated utility operations, working with state regulators, and managing consumer and community affairs. He also has experience managing gas and grid modernization functions, which is valuable to our Board as we execute our business strategies. In addition, Lloyd’s experience as a director for other prominent public companies will benefit our board by bringing additional perspective to a variety of important areas of governance and strategic planning.”
Yates currently serves on the boards of directors of American Water Works Company, Inc., Marsh & McLennan Companies, Inc. and Sonoco Products Company.
His appointment to the NiSource Board is effective March 9, and he is expected to stand for election by NiSource stockholders at the annual stockholders meeting in May. He is not currently assigned to any standing board committees. Yates’ appointment represents an expansion of the NiSource board from 11 to 12 members.
About NiSource
NiSource Inc. (NYSE: NI) is one of the largest fully-regulated utility companies in the United States, serving approximately 3.5 million natural gas customers and 500,000 electric customers across seven states through its local Columbia Gas and NIPSCO brands. Based in Merrillville, Indiana, NiSource’s approximately 8,400 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
# # #
2