Document


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): May 16, 2017

 
vectrenlogoa01.jpg
 
 
 
 
 
VECTREN CORPORATION

 
 
(Exact name of registrant as specified in its charter)

 
 
 
 
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: 

☐    Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐






Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
Vectren Corporation confirmed that board member Martin C. Jischke did not stand for reelection at the Company's Annual Meeting of Shareholders held on May 16, 2017.  Under the board's retirement policy, Dr. Jischke had reached the age where he was not eligible to stand for reelection. Dr. Jischke was a member of the Board’s Corporate Responsibility and Sustainability Committee and the Board’s Compensation and Benefits Committee.

Item 5.07. Submission of Matters to a Vote of Security Holders

The 2017 Annual Meeting of Shareholders ("Annual Meeting") of Vectren Corporation (the Company) was held on May 16, 2017. At the Annual Meeting, four proposals were submitted to, and approved by, the Company's shareholders. In addition, with respect to the interval at which the Company seeks shareholders' approval of the compensation of its named executive officers, the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes, which will occur no later than the Company's 2023 annual meeting of shareholders. All proposals are described in more detail in the Company's proxy statement filed with the Commission on March 24, 2017. 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
58,037,587

1,328,429

15,182,066

James H. DeGraffenreidt, Jr.
58,949,694

416,322

15,182,066

John D. Engelbrecht
58,742,442

623,574

15,182,066

Anton H. George
58,128,288

1,237,729

15,182,066

Robert G. Jones
58,956,865

409,151

15,182,066

Patrick K. Mullen
58,926,535

439,481

15,182,066

R. Daniel Sadlier
58,631,440

734,576

15,182,066

Michael L. Smith
58,767,234

598,782

15,182,066

Teresa J. Tanner
58,933,031

432,985

15,182,066

Jean L. Wojtowicz
58,606,665

759,351

15,182,066


Proposal 2

Approve a non-binding advisory resolution approving the compensation of the Vectren Corporation named executive officers:

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
56,953,791

1,706,392

705,834

15,182,066


Proposal 3

Approve on a non-binding advisory basis the frequency of the shareholder vote on the compensation of the Vectren Corporation named executive officers:

1 Year
2 Years
3 Years
Votes Abstained
Broker Non-Votes
50,161,465

343,254

8,320,969

540,328

15,182,066







Proposal 4

Ratify the appointment of Deloitte & Touche, LLP as the independent registered public accounting firm for Vectren Corporation and its subsidiaries for 2017:

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
73,665,438

567,513

315,131





 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 17, 2017
 
 
 
 
 
 
 
 
 
 
By: /s/ M. Susan Hardwick
 
 
M. Susan Hardwick
 
 
Executive Vice President and Chief Financial Officer