NiSource meeting returns to Indiana

BY KEITH BENMAN
kbenman@nwitimes.com
219.933.3326
| Saturday, March 22, 2008

MERRILLVILLE | NiSource Inc. will have its first shareholders meeting in NIPSCO territory in nine years, when it convenes its annual meeting in Fort Wayne on May 13, according to a preliminary proxy statement filed Friday.

The meeting comes home to NIPSCO territory just as the Indiana utility is preparing to ask regulators for the first change in its electric rates in more than two decades. NIPSCO is a NiSource subsidiary and was the platform for its explosive growth almost a decade ago.

Shareholders will be voting on a proposal to eliminate "supermajority" votes in matters regarding the board of directors, which some shareholder groups contend limit their ability to affect change at the company, according to the proxy.

Shareholders also will vote on a slate of 11 unopposed candidates for the board of directors, including two new ones.

Nominees are Richard A. Abdoo, 64, a former CEO at utility Wisconsin Energy Corp., and Michael E. Jesanis, 51, a former CEO at National Grid USA.

"The depth of their corporate and energy industry experience, combined with their strong leadership, financial, and operational insight, will make them invaluable additions to our board," said NiSource Board Chairman Ian M. Rolland.

Abdoo and Jesanis will fill the seats created by the retirement of long-time board member Roger A. Young, who will retire from the Board of Directors at the end of his current term in May, and Steven R. McCracken, who died earlier this year.

The last NiSource meeting conducted in NIPSCO territory was in 1999, when Gary Neale presided over the company as CEO. That was the meeting at which shareholders approved changing the company's name from NIPSCO Industries to NiSource.

NIPSCO had just made it onto the Forbes list of America's 500 largest corporations, flush off its purchase of Bay State Gas, in Massachusetts. A year later it would complete its hostile takeover of Columbia Energy Group.

Neale retired as CEO three years ago and was replaced by current CEO Robert Skaggs Jr.

Unions for NIPSCO workers have contended the company no longer has meetings in Indiana because it wants to avoid the wrath of customers. Throughout this decade, the utility has tussled with consumer groups over everything from closing maintenance centers to customer security deposits.

Last year's annual NiSource meeting was in Washington, D.C. Before that, the meetings were rotated through seven other states that host NiSource subsidiaries.

This year's proposal to eliminate supermajority votes follows shareholder votes at previous annual meetings, which gave them more say in the selection of board members.

NiSource currently requires a supermajority of 80 percent of outstanding stock to appoint a director to fill a vacancy in a case where shareholders would vote on the matter. It also requires the same supermajority to remove a director for cause.

Under the proposal endorsed by the NiSource board of directors, it simply would take a majority vote of outstanding shares to take those actions.