Item 5.02. Departure of Directors or Principal Officers; Election of Directors;


           Appointment of Principal Officers.

On May 24, 2022, the Board of Directors (the "Board") of NiSource Inc. (the "Company") appointed Melody Birmingham as Executive Vice President and Chief Innovation Officer, and William Jefferson as Executive Vice President, Operations and Chief Safety Officer, in each case effective July 1, 2022.

Ms. Birmingham, age 50, most recently served as Senior Vice President and Chief
Administrative Officer at Duke Energy Corporation, a utility company ("Duke
Energy"), from May 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 from December
2018 until May 2021. From June 2015 until December 2018, she served as State
President of Duke Energy's Indiana 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 and 1st Source Bank.

In connection with Ms. 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 the Compensation 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 at South
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 with Mr. 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 the Compensation 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 and Mr. Jefferson will each also be entitled to participate in
the Company's benefit plans and the executive severance policy. In addition,
Ms. Birmingham and Mr. 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 ended December 31, 2021, and these programs are described in the Company's
definitive proxy statement, dated April 19, 2022.

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Neither Ms. Birmingham nor Mr. 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 May 24, 2022, the Board approved the following changes to the Company's executive leadership team:

• Donald E. Brown will continue to serve as Executive Vice President and

Chief Financial Officer of the Company, with his position as President,

NiSource Corporate Services effective through June 30, 2022.

• Pablo A. Vegas will continue to serve as Executive Vice President and


          Group President, Utilities of the Company, with his position as Chief
          Operating Officer effective through June 30, 2022.

• Charles E. Shafer, II has been appointed Vice President, Health, Safety

and Environmental Execution of the Company, effective July 1, 2022. His


          position as Senior Vice President and Chief Safety Officer remains
          effective through June 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 on May 24, 2022, as described in the
Company's Proxy Statement filed on April 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 of Deloitte & 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.




On May 25, 2022, the Company issued a press release announcing the appointments
of Ms. Birmingham and Mr. 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

99.1           NiSource Inc. Press Release dated May 25, 2022

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

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