NiSource (NI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 12, 2025, with voting on director elections, executive compensation, auditor ratification, and a shareholder proposal regarding special meetings.

• The company serves 3.8 million customers across six states and employs about 7,700 people.

• Each share of common stock is entitled to one vote on each matter.

• Proxy materials are primarily delivered electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing twelve directors, approving executive compensation (Say-on-Pay), ratifying Deloitte as auditor, and a shareholder proposal to lower the threshold for calling special meetings from 25% to 10%.

• The board recommends voting for all director nominees, for executive compensation, for auditor ratification, and against the shareholder proposal.

Board of directors and corporate governance

• The board consists of twelve nominees, eleven of whom are independent; the CEO is the only non-independent member.

• Board diversity: 33% female, 33% under age 64, and 67% with less than 6.8 years tenure.

• Board committees are fully independent, with regular executive sessions and annual evaluations.

• Proxy access bylaw allows 3% shareholders (for 3 years) to nominate up to 20% of the board.

• No poison pill or supermajority voting provisions; annual director elections with majority voting and resignation policy.