UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 2011
NiSource Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-16189
| |
|
|
|
| Delaware
|
|
35-2108964 |
|
|
|
|
| (State or other jurisdiction of
|
|
(I.R.S. Employer |
| incorporation or organization)
|
|
Identification No.) |
| |
|
|
| 801 East 86th Avenue |
|
|
| Merrillville, Indiana
|
|
46410 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code (877) 647-5990
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions.
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2 (b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4 (c)) |
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On September 1, 2011, NiSource Inc. (the “Company”) announced that effective August 31, 2011,
Christopher A. Helms retired from his position as Executive Vice President and Group CEO of the
NiSource Gas Transmission and Storage Group, as well as any other offices or directorships with the
Company or any affiliate. In connection with his retirement from the Company, the Company and Mr.
Helms entered into a letter agreement on August 30, 2011 (the “Agreement”), the material terms of
which are described below.
The Agreement provides that Mr. Helms will continue to serve as a full-time, active employee of the
Company until October 31, 2011, or his earlier resignation or termination (the “Employment
Period”). During the Employment Period, he will continue to receive his current annual base salary
and will remain eligible to participate in the Company’s benefit plans. The Agreement provides for
Mr. Helms to receive a separation payment of $4,838,408 plus a lump sum payment equivalent to 130%
of 104 weeks of COBRA continuation coverage payments in lieu of any continued medical, dental,
vision and other welfare benefits. Mr. Helms will remain entitled to indemnification by the
Company pursuant to its by-laws, as well as coverage under the Company’s directors and officers
liability insurance policies to the same extent as other former officers of the Company. Mr. Helms
has agreed to adhere to confidentiality and non-disparagement covenants. Mr. Helms also has agreed
not to compete against NiSource with specified companies through December 31, 2012. The Agreement
includes a customary release of claims arising prior to the signing of the release.
For additional information, see the press release furnished hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
99.1
|
|
Press Release, dated September 1, 2011, issued by NiSource Inc. |