DEF: NiSource Announces Details for 2025 Annual Stockholders Meeting

NiSource Inc. will hold its 2025 annual meeting of stockholders virtually on May 12, 2025, to vote on director elections, executive compensation, auditor ratification, and a stockholder proposal.

Summary

• NiSource Inc. will conduct its 2025 annual meeting of stockholders virtually on May 12, 2025.
• Stockholders of record as of March 17, 2025, are eligible to vote.
• The meeting will address the election of twelve directors, advisory approval of executive compensation, ratification of Deloitte & Touche LLP as the independent auditor for 2025, and a stockholder proposal regarding special shareholder meetings.
• The board recommends voting for all director nominees, for the advisory approval of executive compensation, for the ratification of Deloitte, and against the stockholder proposal.
• The proxy statement and annual report are available online, and stockholders can vote via mail, telephone, or the internet.

Sentiment

Score: 8

Explanation: The document presents a positive outlook for NiSource, highlighting strong financial performance, commitment to sustainability, and shareholder-friendly corporate governance practices. While there are some risks mentioned, the overall tone is optimistic and forward-looking.

Positives

• NiSource received over 96% shareholder support for its Say-on-Pay vote in 2024.
• The company has a goal of net-zero greenhouse gas emissions by 2040.
• NiSource has a strong alignment between pay and performance in incentive plans.

Negatives

• NiSource stock was at $364 in 2019 and has not been close to that level since, with a price of $157 in late 2024, according to the stockholder proposal.

Risks

• The company faces strategic, compliance, operational, financial, and cybersecurity risks.
• The Audit Committee is primarily responsible for oversight of the cybersecurity program and risks from cybersecurity threats.
• No cybersecurity program is effective to identify and mitigate all threats, and NiSource cannot guarantee that it will be able to prevent all cybersecurity incidents.

Future Outlook

NiSource plans to achieve its Net-Zero Goal primarily through continuation and enhancement of existing programs, such as the retirement of coal-fired electric generation with lowor zero-emission electric generation, ongoing pipe replacement and modernization programs, and deployment of advanced leak detection technologies.

Management Comments

• Under the leadership of Mr. Yates, our exceptional leadership team continues to serve together to directly support our mission of delivering safe, reliable energy to our customers and driving shareholder value.
• This team is critical to driving forward our values-based culture that helps us innovate together in service to our mission.

Industry Context

The document provides insight into the corporate governance practices, executive compensation strategies, and sustainability initiatives within the utility industry, reflecting a focus on shareholder value, environmental responsibility, and regulatory compliance.

Comparison to Industry Standards

• The document mentions that approximately 74% of S&P 500 companies provide stockholders with the right to call a special meeting, but only about 20% of those companies have a 10% or less ownership threshold.
• NiSource's peer group for compensation benchmarking includes companies like Alliant Energy Corporation, Ameren Corporation, American Electric Power Company, Inc., and others, indicating a focus on companies with similar operational characteristics and market capitalization.

Management Changes

Related Party Transactions

• There were no transactions between the Company and any officer, director or nominee for director, or any affiliate of or person related to any of them, since January 1, 2024, of the type or amount required to be disclosed under the applicable Securities and Exchange Commission (SEC) rules.

Stakeholder Impact

• The company is focused on helping ensure the work we do satisfies long-term energy needs in a way that balances the interests of our stakeholders.
• Guiding principles that shape and inform how we make many of our decisions include, but are not limited to:-Requiring that people must be at the center of any effort aimed at shifting to a cleaner, more sustainable energy model.
• -Recognizing the decisions we make have a lasting and meaningful effect on its customers, employees, the communities we serve, our shareholders, and other stakeholders.
• -Having a balanced, holistic approach in identifying solutions that allow us to remain flexible and adaptable for future policy changes, advancements in technology, and changing market conditions.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will continue stockholder engagement on governance and other matters each year outside of the proxy season.
• The Board will decide and publicly disclose its decision, the rationale for the decision and the directors who participated in the process within 90 days after the election regarding any failed re-election of directors.

Key Dates

Keywords

NiSource, annual meeting, proxy statement, directors, executive compensation, Deloitte, stockholder proposal, corporate governance, sustainability, risk management, cybersecurity, utilities