NiSource (NI) investors approve directors, executive pay and 2026 Deloitte audit

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What did NiSource (NI) shareholders decide at the 2026 annual meeting?

Were all NiSource (NI) director nominees elected in 2026?

How did NiSource (NI) shareholders vote on executive compensation in 2026?

Which audit firm did NiSource (NI) shareholders ratify for 2026?

How many broker non-votes were recorded on NiSource (NI) Proposal 2 in 2026?

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(Moderate)

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(Neutral)

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8-K

NiSource Inc. reported the final voting results from its annual meeting held on May 11, 2026. Shareholders elected all 12 director nominees, each receiving more than 405 million votes for, with broker non-votes of 25,018,609 on each director item.

Shareholders approved the advisory vote on named executive officer compensation, with 398,500,583 votes for, 20,428,879 against, 1,402,092 abstentions, and 25,018,609 broker non-votes. They also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 419,507,200 votes for, 25,068,686 against, and 774,277 abstentions.

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Executive pay advisory vote - for: 398,500,583 votes Executive pay advisory vote - against: 20,428,879 votes Executive pay abstentions: 1,402,092 votes +5 more

8 metrics

Executive pay advisory vote - for 398,500,583 votes Named executive officer compensation advisory approval

Executive pay advisory vote - against 20,428,879 votes Named executive officer compensation advisory approval

Executive pay abstentions 1,402,092 votes Named executive officer compensation advisory approval

Executive pay broker non-votes 25,018,609 votes Named executive officer compensation advisory approval

Auditor ratification - for 419,507,200 votes Deloitte & Touche LLP ratification for 2026

Auditor ratification - against 25,068,686 votes Deloitte & Touche LLP ratification for 2026

Auditor ratification abstentions 774,277 votes Deloitte & Touche LLP ratification for 2026

Broker non-votes on director items 25,018,609 votes Each director election proposal

broker non-votes, Named Executive Officer Compensation, independent registered public accounting firm, advisory basis, +1 more

5 terms

broker non-votes financial

"There were 25,018,609 broker non-votes as to Proposal 2."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Named Executive Officer Compensation financial

"Proposal 2: Approval of Named Executive Officer Compensation on an Advisory Basis."

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

independent registered public accounting firm financial

"Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"Proposal 2: Approval of Named Executive Officer Compensation on an Advisory Basis."

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)."

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

05/12/2026 - 05:20 PM

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 11, 2026

NiSource Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-16189

35-2108964

(State or other jurisdiction

of incorporation)

(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: (614) 460-6000

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))

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

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, par value $0.01 per share

New York Stock Exchange

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. ☐

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 held on May 11, 2026, as described in the Company’s Proxy Statement filed on March 30, 2026, 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:


Name of Nominee	Votes For		Votes Against		Abstentions		Broker Non-Votes
Peter A. Altabef		414,006,968		5,855,008		469,578		25,018,609
Sondra L. Barbour		412,963,046		6,900,966		467,542		25,018,609
Theodore H. Bunting, Jr.		414,370,889		5,174,625		786,040		25,018,609
Eric L. Butler		414,717,073		5,160,096		454,385		25,018,609
Deborah A. Henretta		406,215,500		13,649,916		466,138		25,018,609
Deborah A.P. Hersman		415,063,901		4,818,145		449,508		25,018,609
Michael E. Jesanis		405,424,359		14,439,085		468,110		25,018,609
William D. Johnson		414,401,564		5,436,077		493,913		25,018,609
Kevin T. Kabat		405,078,618		14,782,458		470,478		25,018,609
Cassandra S. Lee		415,025,036		4,832,396		474,122		25,018,609
John McAvoy		415,286,451		4,597,930		447,173		25,018,609
Lloyd M. Yates		415,032,999		4,957,792		340,763		25,018,609

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:


Votes For	Votes Against	Abstentions
398,500,583	20,428,879	1,402,092

There were 25,018,609 broker non-votes as to Proposal 2.

Proposal 2 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 2026. 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
419,507,200	25,068,686	774,277

There were no broker non-votes as to Proposal 3.

Proposal 3 was approved.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Source: View Original Filing on SEC EDGAR

NiSource shareholders elected all 12 director nominees, approved the advisory vote on executive compensation, and ratified Deloitte & Touche LLP as independent auditor for 2026, confirming the company’s proposed governance and audit arrangements.

Yes, all 12 NiSource director nominees were elected. Each received at least 405 million votes for, with individual against and abstention totals disclosed, and 25,018,609 broker non-votes recorded for each director item.

NiSource shareholders approved named executive officer compensation on an advisory basis, with 398,500,583 votes for, 20,428,879 against, and 1,402,092 abstentions, plus 25,018,609 broker non-votes, indicating overall support for the company’s pay practices.

Shareholders ratified Deloitte & Touche LLP as NiSource’s independent registered public accounting firm for 2026, with 419,507,200 votes for, 25,068,686 against, and 774,277 abstentions, and no broker non-votes reported on this proposal.

For the advisory vote on named executive officer compensation (Proposal 2), NiSource recorded 25,018,609 broker non-votes, alongside the disclosed for, against, and abstention vote totals reported for that item.

NISOURCE INC.

May 12, 2026

/s/ Kimberly S. Cuccia

Kimberly S. Cuccia

Executive Vice President, General Counsel and Corporate Secretary

3 documents