8-K

 

 

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 14, 2013

 

 

NiSource Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-16189   35-2108964

(State or other jurisdiction of

incorporation or organization)

  

Commission

file number

  

(I.R.S. Employer

Identification No.)

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))

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 14, 2013, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon by Company stockholders at the Annual Meeting as described in the Company’s Proxy Statement filed on April 12, 2013, and the final voting results on each such matter.

Proposal I: 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  

Richard A. Abdoo

      241,056,196         2,429,482         1,167,479         23,396,465   

Aristides S. Candris

      241,276,463         2,228,406         1,148,288         23,396,465   

Sigmund L. Cornelius

      213,140,341         30,389,399         1,123,417         23,396,465   

Michael E. Jesanis

      241,487,558         1,964,873         1,200,725         23,396,465   

Marty R. Kittrell

      241,198,538         2,322,545         1,132,074         23,396,465   

W. Lee Nutter

      240,943,744         2,530,206         1,179,207         23,396,465   

Deborah S. Parker

      240,785,775         2,792,216         1,075,166         23,396,465   

Robert C. Skaggs, Jr.

      241,612,884         2,132,941         907,332         23,396,465   

Teresa A. Taylor

      240,957,428         2,614,484         1,081,245         23,396,465   

Richard L. Thompson

      240,883,227         2,631,779         1,138,151         23,396,465   

Carolyn Y. Woo

      239,358,128         4,304,647         990,382         23,396,465   

Each nominee, having received more votes in favor of his or her election than against election, was elected.

Proposal II: Ratification of Independent Registered Public Accountants. 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  
264,232,205     2,851,393        966,024   

There were no broker non-votes as to Proposal II.

Proposal II, 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 III: Advisory Approval of Executive Compensation. 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  
234,847,191     7,760,135        2,045,831   

There were 23,396,465 broker non-votes as to Proposal III.

Proposal III, 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 IV: Stockholder Proposal Regarding Action by Written Consent. 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  
95,078,443     147,491,237        2,083,477   

There were 23,396,465 broker non-votes as to Proposal IV.

Proposal IV, 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.

Proposal V: Stockholder Proposal to Establish a Policy to End Benchmarking CEO Compensation. 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  
14,970,231     227,505,663        2,177,263   

There were 23,396,465 broker non-votes as to Proposal V.

Proposal V, 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.

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 16, 2013   By:   /s/ Robert E. Smith
   

 

    Robert E. Smith
    Vice President and
    Corporate Secretary