NiSource Inc. Announces 2024 Annual Meeting of Stockholders

Ticker: NI · Form: DEF 14A · Filed: Apr 1, 2024 · CIK: 1111711

Sentiment: neutral

Topics: proxy statement, annual meeting, executive compensation, stockholder proposal, corporate governance

TL;DR

<b>NiSource Inc. will hold its 2024 virtual annual meeting on May 13, 2024, to elect directors, vote on executive compensation, ratify auditors, and consider stock plan and director compensation proposals.</b>

AI Summary

NISOURCE INC. (NI) filed a Proxy Statement (DEF 14A) with the SEC on April 1, 2024. The 2024 annual meeting of stockholders for NiSource Inc. will be held virtually on May 13, 2024. Key agenda items include the election of twelve directors, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as the independent auditor. Stockholders will also vote on an amendment to the Employee Stock Purchase Plan to increase available shares. A stockholder proposal to require board approval for director compensation will be considered. The meeting will be conducted virtually to enhance accessibility and efficiency.

Why It Matters

For investors and stakeholders tracking NISOURCE INC., this filing contains several important signals. The virtual format aims to increase shareholder attendance and participation while reducing costs. Key governance and compensation matters, including executive pay and director compensation proposals, are on the agenda for stockholder votes.

Risk Assessment

Risk Level: low — NISOURCE INC. shows low risk based on this filing. This filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate market impact.

Analyst Insight

Stockholders should review the proxy materials to make informed decisions on director elections, executive compensation, and proposed plan amendments.

Key Numbers

Key Players & Entities

FAQ

When did NISOURCE INC. file this DEF 14A?

NISOURCE INC. filed this Proxy Statement (DEF 14A) with the SEC on April 1, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by NISOURCE INC. (NI).

Where can I read the original DEF 14A filing from NISOURCE INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by NISOURCE INC..

What are the key takeaways from NISOURCE INC.'s DEF 14A?

NISOURCE INC. filed this DEF 14A on April 1, 2024. Key takeaways: The 2024 annual meeting of stockholders for NiSource Inc. will be held virtually on May 13, 2024.. Key agenda items include the election of twelve directors, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as the independent auditor.. Stockholders will also vote on an amendment to the Employee Stock Purchase Plan to increase available shares..

Is NISOURCE INC. a risky investment based on this filing?

Based on this DEF 14A, NISOURCE INC. presents a relatively low-risk profile. This filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate market impact.

What should investors do after reading NISOURCE INC.'s DEF 14A?

Stockholders should review the proxy materials to make informed decisions on director elections, executive compensation, and proposed plan amendments. The overall sentiment from this filing is neutral.

How does NISOURCE INC. compare to its industry peers?

NiSource Inc. operates in the utilities sector, providing energy and related services. This filing is typical for publicly traded companies preparing for their annual shareholder meetings.

Are there regulatory concerns for NISOURCE INC.?

The filing adheres to the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the content and distribution of proxy statements.

Risk Factors

Industry Context

NiSource Inc. operates in the utilities sector, providing energy and related services. This filing is typical for publicly traded companies preparing for their annual shareholder meetings.

Regulatory Implications

The filing adheres to the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the content and distribution of proxy statements.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Understand the details of the executive compensation plan being presented for advisory vote.
  3. Evaluate the stockholder proposal regarding director compensation and cast an informed vote.

Key Dates

Glossary

DEF 14A
Definitive Proxy Statement filed with the SEC. (This document provides detailed information about the company's annual meeting agenda and voting matters.)
Advisory Basis
A non-binding vote by shareholders on a particular resolution, such as executive compensation. (Indicates shareholder sentiment on executive pay without legally binding the company to change it.)
Ratify
To approve or confirm an action that has already been taken. (Shareholders are asked to approve the appointment of the independent auditor for the upcoming fiscal year.)

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement for an annual meeting. It does not represent a change from previous filings of this type but outlines the agenda for the upcoming meeting.

Filing Stats: 4,597 words · 18 min read · ~15 pages · Grade level 14.5 · Accepted 2024-04-01 07:33:22

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 33 COMPENSATION DISCUSSION AND ANALYSIS (CD&A) 35 Executive Overview 35 Components of 2023 Executive Compensation Program 41 Establishing Executive Compensation 47 COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT 52 COMPENSATION AND HUMAN CAPITAL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 53 ASSESSMENT OF RISK 53 2023 EXECUTIVE COMPENSATION 54 2023 Summary Compensation Table 54 2023 Grants of Plan-Based Awards 56 Outstanding Equity Awards at 2023 Fiscal Year-End 57 2023 Option Exercises and Stock Vested 59 2023 Non-Qualified Deferred Compensation 59 Potential Payments upon Termination of Employment or a Change-in-Control of the Company 61 Pay Ratio 64 2023 PAY VERSUS PERFORMANCE 65 EQUITY COMPENSATION PLAN INFORMATION 72 PROPOSAL 2 – ADVISORY APPROVAL OF NEO COMPENSATION 73 PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 74 PROPOSAL 4 – APPROVAL OF OUR AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (THE "PLAN") TO INCREASE THE NUMBER OF SHARES AVAILABLE UNDER THE PLAN 75 PROPOSAL 5 – STOCKHOLDER PROPOSAL REQUESTING THAT OUR BOARD AMEND BYLAWS REQUIRING STOCKHOLDER APPROVAL OF DIRECTOR COMPENSATION 78 AUDIT COMMITTEE REPORT 81 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES 83 DELINQUENT SECTION 16(A) REPORTS 83 STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2025 ANNUAL MEETING 83 FORM 10-K, ANNUAL REPORT AND FINANCIAL STATEMENTS 84 AVAILABILITY OF PROXY MATERIALS 84 MULTIPLE STOCKHOLDERS SHARING THE SAME ADDRESS — "HOUSEHOLDING" 84 OTHER BUSINESS 85 Appendix A A-1 Appendix B B-1 TABLE OF CONTENTS PROXY STATEMENT SUMMARY This summary highlights information that may be expanded upon elsewhere in this proxy statement ("Proxy Statement"). This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. Th

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS We have designed our executive compensation program to meet our business objectives, including attracting and retaining top-level executive talent, using various compensation elements and to align executive pay with the long-term and short-term interests of our shareholders. We received more than 94% shareholder support for our Say-on-Pay vote in 2023. We recognize and reward our executive officers through compensation arrangements that link their pay to the Company's performance, and we ensure an alignment of interests with our shareholders, by including a significant portion of total compensation consisting of at-risk performance-based compensation. We DO Have This Practice We Do NOT Have This Practice Incentive award metrics that are tied to key company performance measures Repricing of options without stockholder approval Share ownership guidelines applicable to executive officers and independent directors Hedging or pledging transactions or short sales by executive officers or directors Compensation recoupment policies Tax gross ups for Named Executive Officers Limited perquisites Automatic single-trigger equity vesting upon a change-in-control Prohibition against pledging unearned shares in our long-term incentive plan Excise tax gross-ups under change-in-control agreements Double-trigger severance benefits upon a change-in-control Excessive pension benefits or defined benefit supplemental executive retirement plan One-year minimum vesting for equity awards Excessive use of non-performance-based compensation Significant portions of the executive compensation opportunity that are variable and entirely contingent on performance against pre-established Company and individual performance goals Excessive severance benefits Independent compensation consultant Annual Say-on-Pay vote by stockholders See "Compensation Discussion and Analysis (CD&A)" and "2023 Executive Compensation" for more information o

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