MERRILLVILLE, IN - NiSource Inc. (NYSE:NI), a leading energy provider, announced significant changes to its corporate governance, including amendments to its Articles of Incorporation and Bylaws, and the elimination of certain preferred stock classes, in a recent SEC filing dated Monday.
The company filed a Certificate of Elimination to remove all references to its Series C Mandatory Convertible Preferred Stock from its Certificate of Incorporation following its automatic transfer and cancellation on December 1, 2023. The shares had been automatically transferred to NiSource and were retired, ceasing to be outstanding. Consequently, all rights of the holders of the Series C Preferred Stock were terminated.
Additionally, NiSource eliminated all matters related to the Series A Junior Participating Preferred Stock, initially reserved for issuance upon the exercise of rights under the Corporation's former shareholder rights plan that expired in 2010. No shares of this stock class were ever issued.
The Board of Directors also adopted amended and restated bylaws which include updates to provisions related to stockholder meetings, proxies, and director nominations, aligning them with recent developments in Delaware law. Notably, director candidates are now required to be available for interviews by the Board.
These corporate governance updates, effective immediately, are seen as efforts by NiSource to streamline its corporate structure and modernize its governance practices.
The full text of the Amended and Restated Articles of Incorporation and Bylaws have been filed with the SEC and are incorporated by reference in the 8-K filing.
NiSource's actions reflect its commitment to maintaining a corporate governance structure that is both effective and compliant with current legal standards. The changes are part of the company's ongoing efforts to simplify its capital structure and enhance governance procedures.
This report is based on a press release statement filed with the SEC.
In other recent news, NiSource, a regulated utility company, has reported Q2 2024 earnings that exceeded expectations and completed approximately $500 million of its 2024 equity issuance plan. The company projects a 6% to 8% adjusted EPS growth and 8% to 10% rate base growth from 2023 to 2028. Mizuho Securities has increased the price target for NiSource to $38, maintaining an Outperform rating, reflecting an optimistic view of the company's market valuation.
Analysts from Edward Jones and BMO Capital have also maintained a positive outlook on NiSource. Edward Jones reaffirmed its Buy rating, highlighting NiSource's potential for earnings growth. BMO Capital raised NiSource's shares target to $36, following a favorable settlement agreement related to Columbia Gas of Pennsylvania.
In other developments, NiSource recently closed a $500 million debt offering in the form of Fixed-to-Fixed Reset Rate Junior Subordinated Notes. The proceeds from this issuance are expected to finance general corporate purposes, including capital expenditures and debt repayment. Lastly, NiSource's subsidiary, Northern Indiana Public Service Company, has expanded its solar capacity with the operational Cavalry Solar project, which is part of the company's long-term electric generation transition plan.
InvestingPro Insights
NiSource's recent corporate governance updates align with its strong financial performance and market position. According to InvestingPro data, the company boasts a market capitalization of $15.61 billion USD, reflecting its significant presence in the energy sector. NiSource's commitment to shareholder value is evident in its dividend policy, with an InvestingPro Tip noting that the company "has raised its dividend for 8 consecutive years" and currently offers a dividend yield of 3.03%.
The company's financial health is further underscored by its profitability, with an operating income margin of 26.79% for the last twelve months as of Q2 2024. This solid performance has contributed to NiSource's stock trading near its 52-week high, as another InvestingPro Tip points out.
Investors seeking more comprehensive analysis can access additional insights through InvestingPro, which offers 9 more tips for NiSource, providing a deeper understanding of the company's financial outlook and market position.
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