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 15, 2012

 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

On May 15, 2012, Ian M. Rolland, who currently serves as a Chairman of the Board of NiSource Inc. (the “Company”), advised the Board of Directors of his intention to retire from the Board of Directors upon expiration of his current term at the 2013 Annual Stockholders’ Meeting.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 15, 2012, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 235,576,442 shares of common stock, par value $.01, or approximately 83% of the 283,785,609 shares of common stock outstanding as of the record date, were present in person or by proxy. Set forth below are the matters acted upon by Company stockholders at the Annual Meeting as described the Company’s Proxy Statement filed on April 5, 2012, 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

     202,268,813         4,158,295         1,187,920         27,961,414   

Aristides S. Candris

     204,417,664         1,945,374         1,251,989         27,961,414   

Sigmund L. Cornelius

     193,089,835         13,336,767         1,188,426         27,961,414   

Michael E. Jesanis

     203,052,310         3,293,190         1,269,528         27,961,414   

Marty R. Kittrell

     180,270,617         26,149,925         1,194,486         27,961,414   

W. Lee Nutter

     201,718,240         4,660,548         1,236,239         27,961,414   

Deborah S. Parker

     204,095,362         2,263,712         1,255,954         27,961,414   

Ian M. Rolland

     178,332,699         28,026,891         1,255,438         27,961,414   

Robert C. Skaggs

     204,634,311         1,899,349         1,081,368         27,961,414   

Teresa A. Taylor

     204,358,984         1,980,543         1,275,501         27,961,414   

Richard L. Thompson

     202,272,423         4,109,408         1,233,197         27,961,414   

Carolyn Y. Woo

     198,883,870         7,621,107         1,110,051         27,961,414   


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  
230,118,518     4,500,738        957,184   

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 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  
196,677,959     7,957,046        2,980,023   

There were 27,961,414 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 and entitled to vote at the Annual Meeting, was approved on an advisory basis.

Proposal IV: Approval of Amendment to the Company’s Employee Stock Purchase Plan. 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  
200,857,438     4,150,856        2,606,734   

There were 27,961,414 broker non-votes as to Proposal IV.

Proposal IV, having received the affirmative vote of the holders of at least a majority of the shares of common stock present and entitled to vote at the Annual Meeting, was approved.


Proposal V: Stockholder Proposal Regarding Cumulative Voting. 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  
51,173,453     154,481,792        1,959,783   

There were 27,961,414 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 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, 2012

  By:   /s/ Robert E. Smith
   

 

    Robert E. Smith
    Vice President and
    Assistant Corporate Secretary