UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 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):  i May 23, 2023

 i NiSource Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code:  i (877)  i 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:

Securities registered pursuant to Section 12(b) of the Act:

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   i ☐

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.  ☐

On May 23, 2023, 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 600 million to 750 million and a corresponding increase to the number of authorized shares of all classes of capital stock from 620 million to 770 million.

The amendment to the Company’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware and became effective on May 23, 2023 and is attached hereto as Exhibit 3.1.

Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting held on May 23, 2023, as described in the Company’s Proxy Statement filed on April 12, 2023, 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:

Each nominee 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:

There were 29,549,068 broker non-votes as to Proposal 2.

Proposal 2 was approved on an advisory basis.

Proposal 3: Approval of the Frequency of Future Advisory Votes on Named Executive Officer Compensation on an Advisory Basis. The number of votes cast for a frequency of “One Year,” “Two Years,” and “Three Years,” as well as the number of abstentions, were as follows:

There were 29,549,068 broker non-votes as to Proposal 3.

For Proposal 3, in light of the vote of the stockholders on this proposal, the Company has determined to hold future advisory votes on named executive officer compensation every year until the next required stockholder vote on the frequency of such votes is held or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s stockholders.

Proposal 4: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2023. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:

There were no broker non-votes as to Proposal 4.

Proposal 4 was approved.

Proposal 5: 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:

There were no broker non-votes as to Proposal 5.

Proposal 5 was approved.

Proposal 6: Stockholder Proposal Adopting a Policy Requiring Separation of the Roles of Chairman of the Board and Chief Executive Officer. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:

There were 29,549,068 broker non-votes as to Proposal 6.

Proposal 6 was not approved.

(d) Exhibits.

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.