Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any discrimination or restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent. NiSource shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for NiSource shareholders to call for a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting – yet NiSource made the threshold 25% of shareholders based on all shares outstanding. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when NiSource is underperforming. Now could be a good time for this proposal due to the slow performance of NiSource stock. NiSource stock was at $30 in 2019 and at only $42 in late 2025 despite a robust stock market. If NiSource directors and management know that NiSource shareholders can act by written consent they will have a greater incentive to perform. Challenging news reports regarding NiSource emerged in 2025 and it would be easy for shareholders to find similar news reports for 2026: For Q3 of 2025, NiSource’s adjusted EPS of $0.19 missed the consensus analyst estimate and was a decline from the prior-year quarter, which caused a temporary 2% drop in stock price immediately following the announcement. NiSource is carrying a substantial debt load, with total liabilities of $23 billion as of June 30, 2025, including $14 billion of long-term debt. A significant concern highlighted by analysts is the company’s “substantial negative free cash flow” over the past 3-years, which makes its debt levels appear riskier. Higher operating expenses in 2025 have partially offset gains from positive regulatory outcomes. NiSource’s large capital recovery plans depend heavily on regulatory approvals, which introduce risks of delays or unfavorable outcomes. The Indiana Utility Regulatory Commission (IURC) experienced the resignation of 2 commissioners and the chair in late 2025, potentially reshaping the commission and adding uncertainty to future approvals. Analysts have suggested that if NiSource needed to quickly improve its balance sheet, current shareholders might face “extensive dilution.” The massive $28 billion capital expenditure plan (a 45% increase over the previous plan, largely for data infrastructure) substantially grows risks and construction execution risks. The success of these investments relies on favorable IURC review of specific construction cost recovery mechanisms, the outcome of which is still being determined.