NI Nisource Inc

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

update certain provisions related to stockholder meetings, including clarifying that (i) the Board may determine that a stockholder meeting will be held by means of remote communication, and (ii) the Board may postpone, reschedule or cancel any previously scheduled annual or special meeting of stockholders (Article IV, Sections (a), (b) and (c));

update certain provisions related to the advance notice provision to (i) include additional requirements regarding the information stockholders must submit and representations stockholders must make in connection with providing advance notice of stockholder meeting proposals and director nominations, (ii) require candidates for election to the Board to submit a questionnaire and make certain representations (in each case, in the forms provided by the Company upon request), (iii) require any stockholder submitting a proposal or a nomination to represent whether such stockholder intends to solicit proxies in support of director nominations or other business, and (iv) require stockholders submitting proposals or nominations to supplement the information provided in the notice within ten (10) days after such supplemental information is requested by the Company (Article IV, Section (m));

update certain provisions related to the conduct of stockholder meetings, including that (i) the Chair of the Board will act as the chairperson of stockholder meetings, (ii) the Board may designate another director or officer of the Company to act as chairperson of any meeting in the absence of the Chair of the Board, and (iii) the chairperson of a stockholder meeting will have the authority to convene, recess or adjourn the meeting and to prescribe rules, regulations and procedures for the proper conduct of any stockholder meeting (Article IV, Section (n));

provide that, (A) unless the Company consents in writing to the selection of an alternative forum, (i) the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for specified matters, and (ii) the federal district courts of the United States will be the sole and exclusive forum for the resolution of any action asserting a cause of action arising under the Securities Act of 1933, as amended, and (B) if a relevant action is filed in a court other than a court located in the State of Delaware in the name of any stockholder, such stockholder will be deemed to have consented to (i) personal jurisdiction of the state and federal courts located within the state of Delaware, and (ii) having service of process made upon such stockholder by service upon such stockholder’s counsel as agent for such stockholder (Article X); and

make certain administrative, modernizing, clarifying and conforming changes.