Attached files
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| EX-99.1 - EXHIBIT 99.1 - VECTREN CORP | ex99_1.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) March 3, 2010
VECTREN
CORPORATION
(Exact
name of registrant as specified in its charter)
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Commission
File No.
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Registrant, State of Incorporation,
Address, and Telephone
Number
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I.R.S Employer
Identification No.
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1-15467
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Vectren
Corporation
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35-2086905
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(An
Indiana Corporation)
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One
Vectren Square,
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Evansville,
Indiana 47708
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(812)
491-4000
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Former
name or address, if changed since last report:
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:
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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)
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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))
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Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On March
3, 2010, the Board of Directors elected a new director, James H. DeGraffenreidt,
Jr. Mr. DeGraffenreidt has not yet been assigned to any Board
committees. He has no relationships or transactions with the Company
which are required to be disclosed pursuant to Item 404(a) of Regulation S-K,
nor are there any arrangements or understandings with other persons pursuant to
which he was selected as a director.
Mr.
DeGraffenreidt, Jr. will be compensated for his service on the Board of
Directors of the Company and any committee of the Board on which he serves in
accordance with the Company's compensation arrangements for non-employee
directors. Non-employee directors of the Company receive a cash retainer of
$30,000 per year for service on the Board. The fees are paid in the form of a
monthly retainer of $2,500. Each May 1, non-employee directors also receive an
annual grant of restricted stock, with the most recent grant being valued at
approximately $40,000. Committee Chairs, with the exception of the Audit
and Risk Committee chair, receive an additional cash retainer of $5,000 per
year, which is paid in the form of a monthly retainer of $416.66. The
Chair of the Audit and Risk Committee receives an additional cash retainer of
$7,500 per year, which is paid in the form of a monthly retainer of $625.
Non-employee directors also receive a fee of $1,250 for each Company Board
meeting attended. Each non-employee member of a committee of the Board,
including the committee chair, is paid a fee of $1,250 for each meeting of the
committee attended. Mr. DeGraffenreidt will also be eligible to receive any
restricted stock grants under the Vectren Corporation At Risk Plan which may be
granted to non-employee directors during his term. The Company pays the travel
and accommodation expenses of directors to attend meetings and other corporate
functions, along with any taxes related to such payments. Such travel may be by
Company aircraft if available
In
addition, the Company announced the retirement of two current board members,
John M. Dunn and Richard P. Rechter, effective May 19, 2010. A copy
of the press release is attached and filed as exhibit 99.1 to this Current
Report on Form 8-K.
Item
9.01. Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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99.1
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Vectren
elects new director; two to retire
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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.
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VECTREN
CORPORATION
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March
3, 2010
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By: /s/
M. Susan Hardwick
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M.
Susan Hardwick
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Vice
President, Controller and Assistant
Treasurer
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INDEX
TO EXHIBITS
The
following Exhibits are filed as part of this Report to the extent described in
Item 5.02:
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Exhibit
Number
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Description
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99.1
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Vectren
elects new director; two to
retire
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