vvc_8k.htm

 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, DC   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) May 16, 2012
 
VECTREN CORPORATION
(Exact name of registrant as specified in its charter)
 
Vectren Logo
Commission
File No.
Registrant, State of Incorporation, Address, and
Telephone Number
I.R.S Employer
Identification No.
     
1-15467
Vectren Corporation
35-2086905
 
(An Indiana Corporation)
 
 
One Vectren Square,
 
 
Evansville, Indiana 47708
 
 
(812) 491-4000
 

Former name or address, if changed since last report:
N/A

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:
 
r
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
r
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
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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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
Vectren Corporation announced the retirement of board member, William G. Mays, at its Annual Meeting of Shareholders held on May 16, 2012.  Mr. Mays was a member of the Board’s Nominating and Governance Committee and chair of the Corporate Affairs Committee.

Item 5.03.   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 16, 2012, the Board of Directors (the “Board”) of Vectren Corporation (the “Company”) adopted amendments to its Code of By-Laws.   Effective on May 16, 2012, Section 4.1 was amended to reduce the number of board members from 12 to 11.

Vectren’s amended By-Laws effective May 16, 2012 are attached herewith as Exhibit 3.1.

Item 5.07.  Submission of Matters to a Vote of Security Holders
 
The 2012 Annual Meeting of Shareholders (“Annual Meeting”) of the Company was held on May 16, 2012.  At the Annual Meeting, three proposals were submitted to, and approved by, the Company’s shareholders.  The proposals are described in more detail in the Company’s proxy statement filed with the Commission on March 21, 2012.  The final voting results were as follows:

Proposal 1

For the election of the following named persons as directors of the Company to serve, respectively, as such directors for a one-year term and/or until their successors shall be duly elected and shall qualify, as follows:

Nominee
Votes For
Votes Withheld
Broker Non-Votes
Carl L. Chapman
54,746,092.209
1,680,715.903
17,869,233.000
James H. DeGraffenreidt, Jr
55,600,577.404
826,230.708
17,869,233.000
Niel C. Ellerbrook
55,241,236,623
1,185,571.489
17,869,233.000
John D. Engelbrecht
55,300,629.266
1,126,178.846
17,869,233.000
Anton H. George
55,286,829.203
1,139,978.909
17,869,233.000
Martin C. Jischke
55,398,599.370
1,028,208.742
17,869,233.000
Robert G. Jones
55,472,157.755
954,650.357
17,869,233.000
J. Timothy McGinley
55,279,384.494
1,147,423.618
17,869,233.000
R. Daniel Sadlier
55,482,723.470
944,084,.642
17,869,233.000
Michael L. Smith
55,471,568.317
955,239.795
17,869,233.000
Jean L. Wojtowicz
55,290,925.883
1,135,882.229
17,869,233.000

Proposal 2

Approve the non-binding advisory proposal approving the compensation of  Vectren’s named executive officers:

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
52,345,582.872
1,934,060.960
2,147,164.280
17,869,233.000


 
 

 

Proposal 3

Ratify the reappointment of Deloitte & Touche, LLP as independent registered public accounting firm for the Company and its subsidiaries for 2012:

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
72,655,812.489
787,999.270
852,229.353
0


Item 9.01.    Exhibits.
 
(d)  Exhibits
 
Exhibit
Number
 
Description
3.1
 
Code of By-Laws of Vectren Corporation as Most Recently Amended as of May 16, 2012
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
VECTREN CORPORATION
 
May 18, 2012
   
     
     
   
By:  /s/ M. Susan Hardwick
   
M. Susan Hardwick
   
Vice President, Controller and Assistant Treasurer

INDEX TO EXHIBITS
 

The following Exhibits are filed as part of this Report to the extent described in Item 5.03:
 

Exhibit
Number
 
Description
3.1
 
 Code of By-Laws of Vectren Corporation as Most Recently Amended as of May 16, 2012