Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
Ms. Birmingham , age 50, most recently served as Senior Vice President and Chief Administrative Officer at Duke Energy Corporation, a utility company ("Duke Energy"), fromMay 2021 , where she was responsible for information technology, enterprise security, administrative services, and the supply chain organization. Prior to that, she served as SVP and Chief Procurement Officer fromDecember 2018 untilMay 2021 . FromJune 2015 untilDecember 2018 , she served as State President of Duke Energy'sIndiana operations with responsibilities for the state utilities' financial performances and customer experiences, in addition to rates and regulatory strategy, government affairs, community relations and economic development. Prior to that position,Ms. Birmingham served as Senior Vice President of Midwest Delivery Operations for Duke Energy.Ms. Birmingham is also a board member of 1st Source Corporation and1st Source Bank . In connection withMs. Birmingham's appointment as Executive Vice President and Chief Innovation Officer,Ms. Birmingham will receive an annual base salary of$625,000 , a one-time cash bonus in an amount of$225,000 , payable within 45 days of the effective date of her employment, payment of relocation expenses, and an annual incentive award under the Company's short-term cash-based incentive program ("STI") with a target payout of 75% of her annual base salary.Ms. Birmingham will also receive a long-term incentive grant ("LTI") under the Company's long-term incentive program with a grant date value of$1,250,000 . This grant will be awarded as a combination of service-based restricted stock units (20%) and performance-based share units (80%), each vesting during the first quarter of 2025, unless otherwise determined by theCompensation and Human Capital Committee . Vesting of the performance-based share units is contingent on satisfaction of pre-determined performance criteria.Ms. Birmingham will additionally receive a special grant of restricted stock units with a grant date value of$1,161,855 , with 40% of such restricted stock units vesting during the third quarter of 2023 and the remaining 60% vesting during the third quarter of 2024, subject to her continued employment through such vesting dates.Mr. Jefferson , age 60, most recently served as Site Vice President atSouth Texas Project Nuclear Operating Company , a nuclear plant operating company ("STP"). Prior to that, he served in several roles of increasing responsibility at STP beginning in 2016 including Operations Director, Plant General Manager and Station Director. In connection withMr. Jefferson's appointment as Executive Vice President, Operations and Chief Safety Officer,Mr. Jefferson will receive an annual base salary of$475,000 , a one-time cash bonus of$150,000 , payable within 45 days of the effective date of his employment, payment of relocation expenses and an annual incentive award under the Company's STI with a target payout of 70% of his annual base salary.Mr. Jefferson will also receive an LTI grant under the Company's long-term incentive program with a grant date value of$712,500 . This grant will be awarded as a combination of service-based restricted stock units (20%) and performance-based share units (80%), each vesting during the first quarter of 2025, unless otherwise determined by theCompensation and Human Capital Committee . Vesting of the performance-based share units is contingent on satisfaction of pre-determined performance criteria.Mr. Jefferson will additionally receive a special grant of restricted stock units with a grant date value of$800,000 , with 50% of such restricted stock units vesting during the third quarter of 2023 and the remaining 50% vesting during the third quarter of 2024, subject to his continued employment through such vesting dates.Ms. Birmingham andMr. Jefferson will each also be entitled to participate in the Company's benefit plans and the executive severance policy. In addition,Ms. Birmingham andMr. Jefferson will enter into a change in control and termination agreement with the Company that provides for a lump sum payment equal to two times their annual base salary and target incentive bonus compensation and 130% of COBRA continuation premiums due for the two-year period following termination. The executive severance policy and the form of the change in control and termination agreement were previously filed as Exhibits 10.47 and 10.23, respectively, to the Company's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021 , and these programs are described in the Company's definitive proxy statement, datedApril 19, 2022 . -------------------------------------------------------------------------------- NeitherMs. Birmingham norMr. Jefferson has any direct or indirect material interest in any transaction or proposed transaction involving the Company required to be reported under Item 404(a) of Regulation S-K. There are no arrangements or understandings pursuant to which they were selected as officers of the Company, and there are no family relationships requiring disclosure under Item 401(d) of Regulation S-K.
Also on
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Chief Financial Officer of the Company, with his position as President,
NiSource Corporate Services effective throughJune 30, 2022 .
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Group President, Utilities of the Company, with his position as Chief Operating Officer effective throughJune 30, 2022 .
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and Environmental Execution of the Company, effective
position as Senior Vice President and Chief Safety Officer remains effective throughJune 30, 2022 .
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 Stockholder Meeting held onMay 24, 2022 , as described in the Company's Proxy Statement filed onApril 19, 2022 , 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 320,013,912 4,289,824 406,477 20,874,399 Sondra L. Barbour 321,657,345 2,658,639 394,229 20,874,399 Theodore H. Bunting, Jr. 313,242,209 11,072,458 395,546 20,874,399 Eric L. Butler 316,764,414 7,485,321 460,478 20,874,399 Aristides S. Candris 318,963,865 5,278,482 467,866 20,874,399 Deborah A. Henretta 311,772,951 12,370,058 567,204 20,874,399 Deborah A.P. Hersman 321,178,636 3,144,707 386,870 20,874,399 Michael E. Jesanis 315,069,208 8,920,289 720,716 20,874,399 William D. Johnson 321,357,719 2,806,975 545,519 20,874,399 Kevin T. Kabat 317,844,777 6,443,440 421,996 20,874,399 Cassandra S. Lee 319,937,262 4,380,009 392,942 20,874,399 Lloyd M. Yates 320,988,470 3,279,916 441,827 20,874,399
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 307,456,266 16,399,882 854,065
There were 20,874,399 broker non-votes as to Proposal 2.
Proposal 2 was approved on an advisory basis.
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Proposal 3: Ratification of the Appointment ofDeloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2022. 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 331,734,837 11,734,414 2,115,361
There were no broker non-votes as to Proposal 3.
Proposal 3 was approved.
Proposal 4: Stockholder Proposal Reducing the Threshold Stock Ownership Requirement for a Stockholder to Call a Special Meeting. 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 124,105,553 199,609,881 994,779
There were 20,874,399 broker non-votes as to Proposal 4.
Proposal 4 was not approved.
Item 7.01. Regulation FD Disclosure.
OnMay 25, 2022 , the Company issued a press release announcing the appointments ofMs. Birmingham andMr. Jefferson and other organizational changes. A copy of that press release is furnished as an exhibit to this report. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1NiSource Inc. Press Release datedMay 25, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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