8-K - NI - Equibles

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): January 27, 2022

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
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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☐	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	New York Stock Exchange
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	New York Stock Exchange
Series A Corporate Units	NIMC	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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2022, NiSource Inc. (the “Company”) announced that Joe Hamrock, the Company’s President and Chief Executive Officer, will retire from his role as President and Chief Executive Officer and as a director, effective February 14, 2022. In addition, the Company also announced on January 27, 2022 that, as a result of a long-planned succession process, the Board of Directors (the “Board”) appointed Lloyd Yates as the Company’s President and Chief Executive Officer, effective February 14, 2022. Mr. Yates, who joined the Board in 2020, will continue to serve as a director. Following the transition, Mr. Hamrock will facilitate the CEO transition for a short time in a non-executive role, and then will retire from the Company.

Mr. Yates, 61, most recently served as Executive Vice President, Customer and Delivery Operations, and President, Carolinas Region, since 2014 at Duke Energy Corporation (“Duke Energy”), until his retirement in 2019. In that 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 at Duke Energy, 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.

In connection with Mr. Yates’ appointment as President and Chief Executive Officer, Mr. Yates will receive an annual base salary of $1,000,000, a one-time cash bonus of $500,000, 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 115% of his annual base salary. Mr. Yates will also receive a long-term incentive grant under the Company’s long-term incentive program (“LTI”) with a grant date value of $4,500,000. This grant will be awarded as a combination of service-based restricted stock units (20%) and performance-based stock units (80%), each vesting during the first quarter of 2025, unless otherwise determined by the Compensation Committee. Vesting of the performance-based stock units is contingent on satisfaction of pre-determined performance criteria. The terms of these awards are consistent with the forms of restricted stock unit award agreement and performance share unit award agreement, which were previously filed as Exhibits 10.53 and 10.54, respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“Form 10-K”).

Mr. Yates will also be entitled to participate in the Company’s benefit plans and the executive severance policy. In addition, it is anticipated that Mr. Yates and the Company will enter into a change in control and termination agreement that provides for a lump sum payment equal to three times his annual base salary and target incentive bonus compensation and 130% of COBRA continuation premiums due for the three-year period following termination. The forms of the executive severance policy and the change in control and termination agreement were previously filed as Exhibits 10.49 and 10.23, respectively, to the Form 10-K, and these programs are described in the Company’s definitive proxy statement, dated April 19, 2021.

Mr. Yates has no family relationships with any director or executive officer of the Company. There are no arrangements or understandings between Mr. Yates and any other persons pursuant to which he was selected as an officer of the Company, and Mr. Yates does not have 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.

On January 27, 2022, the Board appointed Sondra Barbour as a director of the Company, effective immediately. On January 27, 2022, the Board also appointed Cassandra Lee as a director of the Company, effective as of February 14, 2022. Each of Mses. Barbour and Lee will stand for election at the Company’s 2022 Annual Meeting of Stockholders. Mses. Barbour and Lee, respectively, will replace Dr. Carolyn Woo, whose retirement from the Board was previously announced and which is effective immediately, and Mr. Hamrock, whose retirement from the Board will be effective February 14, 2022. Each of Dr. Woo’s and Mr. Hamrock’s respective decisions to retire from the Board was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board thanks Dr. Woo and Mr. Hamrock for their leadership and service to the Company.

Ms. Barbour, 59, retired as Executive Vice President, Information Systems & Global Solutions, of Lockheed Martin Corporation in 2016 and served in a transition role at Leidos Holdings until her retirement in 2017. Prior to that, Ms. Barbour was employed by Lockheed Martin beginning in 1986 and served in various leadership capacities there. She has extensive technology experience, notably in the design and development of large-scale information systems. From 2008 to 2013, she served as Senior Vice President, Enterprise Business Services and Chief Information Officer, heading all of Lockheed’s internal information technology operations, including protecting the company’s infrastructure and information from cyber threats. Prior to that role she served as Vice President, Corporate Shared Services and Vice President, Corporate Internal Audit providing oversight of supply chain activities, internal controls, and risk management. Ms. Barbour also serves as a director of AGCO Corporation and was previously a director for 3M Company until 2019, and a director for Perspecta Inc. until 2021.

Ms. Lee, 53, is the Chief Audit Executive at AT&T Inc., a leading provider of telecommunications, media and technology services globally, a position she has held since 2021. Ms. Lee has been employed by AT&T in various accounting and finance roles of increasing responsibility since joining the company in 1993, including as Senior Vice President and Chief Financial Officer, Network, Technology and Capital Management from 2018 to 2021, and as Vice President, Finance from 2016 to 2018. In her nearly three-decade tenure at AT&T, Ms. Lee has gained significant experience in retail operations, distribution strategy, global supply chain, mergers, acquisitions, and integration, capital management, network and other capacity planning, and shared services operations. Ms. Lee is a Certified Public Accountant and serves on the Board of Directors of Andretti Acquisition Corp., a special purpose acquisition company, where she chairs the Audit Committee.

There is no arrangement or understanding between Ms. Barbour and any other person, or Ms. Lee and any other person, pursuant to which each individual was selected as a director of the Company. Neither Ms. Barbour nor Ms. Lee 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.

Consistent with the Company’s compensation practices for non-employee directors, each of Mses. Barbour and Lee will receive an annualized retainer of $255,000, consisting of $105,000 in cash and an award of restricted stock units valued at $150,000 at the time of the award. The form of restricted stock unit award agreement for non-employee directors was previously filed as Exhibit 10.43 to the Form 10-K.

Copies of the Company’s press releases, dated January 27, 2022, to announce the CEO transition and Mses. Barbour’s and Lee’s appointments are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits:

Exhibit<br>No.	Description
99.1	Press Release Announcing CEO Transition, dated January 27, 2022
99.2	Press Release Announcing Board Appointments, dated January 27, 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.
January 27, 2022	By:	/s/ Kimberly S. Cuccia
		Kimberly S. Cuccia
		Interim General Counsel

EX-99.1

Exhibit 99.1

LOGO

January 27, 2022

FOR ADDITIONAL INFORMATION

Media	Investors
Christopher Garland	Randy Hulen	Christopher Turnure
Chief Communications Officer	VP, Investor Relations and Treasurer	Director, Investor Relations
(952) 905-6805	(219) 647-5688	(614) 404-9426
cgarland@nisource.com	rghulen@nisource.com	cturnure@nisource.com

NiSource CEO Joe Hamrock to Retire Following

Accomplished Ten-Year Career with the Company

Seasoned regulated utility executive, Lloyd Yates, appointed as next CEO

MERRILLVILLE, Ind.—NiSource Inc. (NYSE: NI) today announced that, as a result of a long-planned succession process, its Board of Directors has appointed Lloyd Yates as the company’s next President and CEO, effective February 14, 2022. At that time, Joe Hamrock will facilitate the CEO transition for a short time in a non-executive role, after which time he will retire to pursue various personal and philanthropic interests. Mr. Yates, who joined the company’s Board in 2020, will continue to serve as a director.

“This leadership transition reflects a long and thoughtful process undertaken over the last year and comes at the right time for NiSource,” said NiSource Chairman Kevin T. Kabat. “Joe has always been transparent with us about his long-term goals, which gave us the opportunity to conduct an extensive process to identify and evaluate over a dozen external and internal candidates, including candidates identified by a nationally leading executive search firm engaged by the Board. That process resulted in the selection of Lloyd Yates. Mr. Yates brings significant energy and regulated utility experience, as well as a proven operational track record of improving safety, reliability and customer experience and managing gas and electric infrastructure modernization initiatives.”

In addition to serving on the NiSource Board since March of 2020, Mr. Yates is a seasoned executive in the regulated energy industry, having most recently served as Executive Vice President, Customer and Delivery Operations, and President, Carolinas Region for Duke Energy Corporation. In that 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. His experience includes profit/loss responsibility for public utilities with $20 billion in revenue and public company director experience, serving on the boards for prominent industrial and professional services companies Sonoco, American Water Works and Marsh and McLennan.

“This is a tremendous opportunity to lead NiSource on our next phase of growth and transformation,”

said Mr. Yates. “Since joining the Board, I have had the chance to get to know the company and its talented leadership team well, and I am eager to work together with Joe on the transition and my colleagues and fellow directors in furthering our transformation efforts. I plan to conduct a review of the business with the goal of ensuring that we are positioned to drive value for shareholders and customers longer term, and I look forward to further discussing our strategic initiatives at an investor day that we will hold in the coming months.”

Mr. Kabat continued, “On behalf of the entire Board, I would like to thank Joe for his outstanding leadership and deep commitment to the company over the last decade. During his tenure, Joe has helped transform NiSource into a pure play, regulated utility with scale across highly attractive markets, while instilling an unrelenting focus on safety and reliability, realigning the company’s organizational structure to drive efficiency and advancing sustainability and renewable energy initiatives. Joe’s efforts have driven results for NiSource and value for shareholders – expanding the company’s rate base to over $14 billion, with an expectation to drive 10% to 12% additional compound annual rate base growth through 2024 and delivering greater than 30% total shareholder return over the last 12 months ended January 26, 2022 – far outpacing the industry and broader market.”

“I am incredibly proud to have had the opportunity to serve NiSource over the past decade and believe that the company is well positioned to continue building on its current momentum and deliver growth and value creation for years to come,” said Joe Hamrock. “I am grateful to the NiSource team for their dedication and hard work in helping us build the foundation we have today. I have had the pleasure of working with Lloyd as a fellow director and am confident he is the right next leader with the experience and vision necessary to propel NiSource to new levels of success.”

As part of the transition, Mr. Hamrock will retire from the Board of Directors, also effective February 14, 2022. The company today also announced the retirement from the Board of longtime director Carolyn Woo and the appointments of Sondra Barbour and Cassandra Lee to the Board (see separate release).

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. 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

Forward-LookingStatements

This press release contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Investors and prospective investors should understand that many factors govern whether any forward-looking statement contained herein will be or can be realized. Any one of those factors could cause actual results to differ materially from those projected. These forward-looking statements include, but are not limited to, statements concerning our plans, strategies, objectives, expected performance, expenditures, recovery of expenditures through rates, stated on either a consolidated or segment basis, and any and all underlying assumptions and other statements that are other than statements of historical fact. Expressions of future goals and expectations and similar expressions, including “may,” “will,” “should,” “could,” “would,” “aims,” “seeks,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “forecast,” and “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. All forward-looking statements are based on assumptions that management believes to be reasonable; however, there can be no assurance that actual results will not differ materially.

Factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this press release include, among other things, our ability to execute our business plan or growth strategy, including utility infrastructure investments; potential incidents and other operating risks associated with our business; our ability to adapt to, and manage costs related to, advances in technology; impacts related to our aging infrastructure; our ability to obtain sufficient insurance coverage and whether such coverage will protect us against significant losses; the success of our electric generation strategy; construction risks and natural gas costs and supply risks; fluctuations in demand from residential and commercial customers; fluctuations in the price of energy commodities and related transportation costs or an inability to obtain an adequate, reliable and cost-effective fuel supply to meet customer demands; the attraction and retention of a qualified workforce and ability to maintain good labor relations; our ability to manage new initiatives and organizational changes; the performance of third-party suppliers and service providers; potential cyber-attacks; any damage to our reputation; any remaining liabilities or impact related to the sale of the Massachusetts Business; the impacts of natural disasters, potential terrorist attacks or other catastrophic events; the impacts of climate change and extreme weather conditions; our debt obligations; any changes to our credit rating or the credit rating of certain of our subsidiaries; any adverse effects related to our equity units; adverse economic and capital market conditions or increases in interest rates; economic regulation and the impact of regulatory rate reviews; our ability to obtain expected financial or regulatory outcomes; continuing and potential future impacts from the COVID-19 pandemic; economic conditions in certain industries; the reliability of customers and suppliers to fulfill their payment and contractual obligations; the ability of our subsidiaries to generate cash; pension funding obligations; potential impairments of goodwill; changes in the method for determining LIBOR and the potential replacement of the LIBOR benchmark interest rate; the outcome of legal and regulatory proceedings, investigations, incidents, claims and litigation; potential remaining liabilities related to the Greater Lawrence Incident; compliance with the agreements entered into with the U.S. Attorney’s Office to settle the U.S. Attorney’s Office’s investigation relating to the Greater Lawrence Incident; compliance with applicable laws, regulations and tariffs; compliance with environmental laws and the costs of associated liabilities; changes in taxation; and other matters set forth in Part I, Item 1, “Business,” Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the company’s annual report on Form 10-K for the year ended December 31, 2020; Part II, Item 1A, “Risk Factors,” of the company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021, and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the company’s quarterly report on Form 10-Q for the quarter ended September 30, 2021, many of which risks are beyond our control. In addition, the relative contributions to profitability by each business segment, and the assumptions underlying the forward-looking statements relating thereto, may change over time.

All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to the future results over time or otherwise, except as required by law.

EX-99.2

Exhibit 99.2

LOGO

January 27, 2022

FORADDITIONAL INFORMATION

Media	Investors
Christopher Garland	Randy Hulen	Christopher Turnure
Chief Communications Officer<br> <br>(952) 905-6805	VP, Investor Relations and Treasurer<br> <br>(219) 647-5688	Director, Investor Relations<br> <br>(614) 404-9426
cgarland@nisource.com	rghulen@nisource.com	cturnure@nisource.com

NiSource Appoints Sondra Barbour and

Cassandra Lee to its Board of Directors

MERRILLVILLE, Ind.—NiSource Inc. (NYSE: NI) today announced the appointments of Sondra Barbour and Cassandra Lee to its Board of Directors. Ms. Barbour’s appointment is effective immediately and Ms. Lee’s appointment is effective February 14, 2022, in conjunction with the retirement of Joe Hamrock. Ms. Barbour and Ms. Lee will stand for election at the Company’s upcoming 2022 Annual Meeting of Stockholders. They will replace Carolyn Woo, who has served as a director since 1998, and Joe Hamrock, who has served as a director since 2015 and today announced his retirement as Chief Executive Officer of NiSource as part of a long-planned succession process.

“We are pleased to welcome Sondra and Cassie as independent directors to our Board,” said NiSource Chairman Kevin T. Kabat. “As a Board, we strive to maintain a diverse, refreshed and experienced set of directors and these additions are a testament to that process. Both Sondra and Cassie are talented and proven business leaders with valuable insight and tremendous experience with leading, large-scale information systems and industrial operations. Sondra brings a wealth of unique expertise, having previously headed internal information technology operations for Leidos and Lockheed Martin, including leadership in shared services, internal audit, supply chain and risk management. Cassie brings deep financial expertise as the Chief Audit Executive for AT&T along with experience in retail operations, distribution strategy, global supply chain, M&A, capital management, network and other capacity planning and shared services operations. We look forward to benefitting from the invaluable perspectives and complementary strengths that Sondra and Cassie will bring as we work with the management team and its newly appointed incoming CEO, Lloyd Yates, to continue to guide NiSource in its ongoing strategic transformation.”

Mr. Kabat continued, “On behalf of the entire Board, I would also like to thank Carolyn and Joe for their years of leadership and collaboration. Their insights have been invaluable, and it has been a privilege to work with them to drive future success and guide NiSource’s continued growth and transformation. We wish them all the best in their future endeavors.”

Biographies

Sondra Barbour

Ms. Barbour retired as Executive Vice President, Information Systems & Global Solutions, of Lockheed Martin Corporation in 2016 and served in a transition role at Leidos Holdings until her retirement in 2017. Ms. Barbour joined Lockheed Martin in 1986 and served in various leadership capacities and has extensive technology experience, notably in the design and development of large-scale information systems. From 2008 to 2013 she served as Senior Vice President, Enterprise Business Services and Chief Information Officer, heading all of Lockheed’s internal information technology operations, including protecting the company’s infrastructure and information from cyber threats. Prior to that role she served as Vice President, Corporate Shared Services and Vice President, Corporate Internal Audit providing oversight of supply chain activities, internal controls, and risk management. Ms. Barbour also serves as a director of AGCO Corporation and was previously a director for 3M Company.

Cassandra Lee

Ms. Lee is an experienced financial and operational leader with extensive knowledge of the telecommunication industry, currently serving as Chief Audit Executive for AT&T Inc. She joined AT&T in 1993 and has served in various leadership capacities, including as Senior Vice President and Chief Financial Officer, Network, Technology and Capital Management. In nearly 3 decades with AT&T, Cassie has acquired a wealth of expertise in various areas including retail operations; distribution strategy; global supply chain; mergers, acquisitions, and integration; capital management; network and other capacity planning; and shared services operations.

Ms. Lee currently serves on the Board of Directors of Andretti Acquisition Corp., a special purpose acquisition company, where she chairs the Audit Committee. Ms. Lee serves on the Board of Directors for the Girl Scouts of Northeast Texas and leads the Finance Committee. She is a Certified Public Accountant and veteran of the United States Army.

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. 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

Forward-Looking Statements