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 7, 2019
NiSource Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-16189 |
35-2108964 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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801 East 86th Avenue Merrillville, Indiana |
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))
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
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| 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 |
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 7, 2019, at the annual meeting of stockholders (the “Annual Meeting”) of NiSource Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 400 million to 600 million and a corresponding increase to the number of authorized shares of all classes of capital stock from 420 million to 620 million.
Also at the Annual Meeting, the Company’s stockholders approved an amendment to the Certificate of Incorporation to delete the provision specifying that directors are removable only with cause. Previously, the Certificate of Incorporation provided that, subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, directors may be removed from office only for cause and only by the affirmative vote of a majority of the combined voting power of the Company’s then-outstanding shares of stock entitled to vote generally, voting together as a single class. The provision stating that directors may be removed from office only for cause was eliminated.
The amendments to the Company’s Certificate of Incorporation were filed with the Secretary of State of the State of Delaware on May 8, 2019 and are attached hereto as Exhibit 3.1.
| 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 Meeting as described in the Company’s Proxy Statement filed on April 1, 2019, 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:
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Name of Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
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Peter A. Altabef |
304,470,707 | 5,879,774 | 973,277 | 23,961,676 | ||||||||||||
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Theodore H. Bunting, Jr. |
308,713,833 | 1,688,571 | 921,354 | 23,961,676 | ||||||||||||
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Eric L. Butler |
308,620,871 | 1,696,296 | 1,006,591 | 23,961,676 | ||||||||||||
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Aristides S. Candris |
304,640,140 | 5,762,039 | 921,579 | 23,961,676 | ||||||||||||
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Wayne S. DeVeydt |
235,279,173 | 75,066,461 | 978,124 | 23,961,676 | ||||||||||||
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Joseph Hamrock |
308,388,762 | 2,145,317 | 789,679 | 23,961,676 | ||||||||||||
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Deborah A. Henretta |
307,402,565 | 3,044,018 | 877,175 | 23,961,676 | ||||||||||||
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Michael E. Jesanis |
306,310,615 | 4,079,759 | 933,384 | 23,961,676 | ||||||||||||
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Kevin T. Kabat |
304,302,473 | 6,074,787 | 946,498 | 23,961,676 | ||||||||||||
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Carolyn Y. Woo |
297,748,135 | 12,641,495 | 934,128 | 23,961,676 | ||||||||||||
Each nominee, having received more votes in favor of his or her election than against election, 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:
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Votes For |
Votes Against |
Abstentions |
||
| 301,370,377 | 8,684,240 | 1,269,141 |
There were 23,961,676 broker non-votes as to Proposal 2.
Proposal 2, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, 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 2019. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:
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Votes For |
Votes Against |
Abstentions |
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| 330,491,341 | 3,902,956 | 891,137 |
There were no broker non-votes as to Proposal 3.
Proposal 3, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved.
Proposal 4: Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:
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Votes For |
Votes Against |
Abstentions |
||
| 304,556,432 | 5,761,967 | 1,005,359 |
There were 23,961,676 broker non-votes as to Proposal 4.
Proposal 4, having received the affirmative vote of the holders of at least a majority of the outstanding shares of the Company’s common stock, was approved.
Proposal 5: Approval of an Amendment to the Certificate of Incorporation to Eliminate the Requirement of “Cause” for Removal of Directors. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:
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Votes For |
Votes Against |
Abstentions |
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| 306,858,243 | 3,450,441 | 1,015,074 |
There were 23,961,676 broker non-votes as to Proposal 5.
Proposal 5, having received the affirmative vote of the holders of at least a majority of the outstanding shares of the Company’s common stock, was approved.
Proposal 6: Approval of Amended and Restated Employee Stock Purchase Plan to Increase the Number of Shares Available Under the Plan. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:
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Votes For |
Votes Against |
Abstentions |
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| 307,418,934 | 3,125,040 | 779,784 |
There were 23,961,676 broker non-votes as to Proposal 6.
Proposal 6, having received the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was approved.
Proposal 7: Stockholder Proposal Reducing the Threshold Stock Ownership Requirement for Stockholders to Call a Special Stockholder Meeting from 25% to 10%. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:
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Votes For |
Votes Against |
Abstentions |
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| 115,287,420 | 194,247,263 | 1,789,075 |
There were 23,961,676 broker non-votes as to Proposal 7.
Proposal 7, having failed to receive the affirmative vote of the holders of at least a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting, was not approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No. |
Description |
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| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of NiSource Inc. dated May 7, 2019 | |
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.
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NiSource Inc. |
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| (Registrant) | ||||||
| Date: May 8, 2019 |
By: |
/s/ John G. Nassos |
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John G. Nassos |
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Vice President, Deputy General Counsel and Corporate Secretary |
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Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NISOURCE INC.
NiSource Inc. (the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST : that this Certificate of Amendment amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware (the “ Amended and Restated Certificate of Incorporation ”).
SECOND : that the first paragraph of Article IV of the Amended and Restated Certificate of Incorporation is hereby amended as follows:
The total number of shares of all classes of stock which the Corporation shall have authority to issue is Six hundred twenty million (620,000,000), of which twenty million (20,000,000) shares of the par value $.01 each are to be of a class designated Preferred Stock and six hundred million (600,000,000) shares of the par value of $.01 each are to be of a class designated Common Stock.
THIRD : that Section A.4 of Article V of the Amended and Restated Certificate of Incorporation is hereby amended as follows:
4. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, any director or directors may be removed from office at any time by the affirmative vote of a majority of the combined voting power of all of the then-outstanding shares of stock of the Corporation entitled to vote generally, voting together as a single class (it being understood that for all purposes of this Article V, each share of Preferred Stock shall have the number of votes, if any, granted to it pursuant to this Amended and Restated Certificate of Incorporation of any resolution adopted pursuant to Article IV).
FOURTH : that the foregoing amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH : All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to be signed this seventh day of May, 2019.
/s/ John G. Nassos
Name: John G. Nassos
Title: Vice President, Deputy General Counsel and Corporate Secretary