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) January
31, 2007
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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1-16739
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Vectren
Utility Holdings, Inc.
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35-2104850
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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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r
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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r
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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r
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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. Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On
January 31, 2007, the Board of Directors elected a new director, Dr. Martin
C.
Jischke. Dr. Jischke has not yet been assigned to any Board committees,
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. Dr. Jischke stands for reelection at the 2007
annual meeting of shareholders.
Dr.
Jischke 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 $20,000 per year for service
on the Board. The fees are paid in the form of a monthly retainer of $1,666.66.
Each May 1, non-employee directors also receive an annual grant of restricted
stock, with the most recent grant being valued at $35,000. Because Dr. Jischke
was not a member of the Board at the time of the most recent grant, for his
service through April 30, 2007, Dr. Jischke will receive a monthly cash payment
of $2,916.66 which is equal to 1/12 of the $35,000. Committee Chairs receive
an
additional cash retainer of $2,000 per year, which is paid in the form of a
monthly retainer of $166.66. Non-employee directors also receive a fee of $1,000
for each Company Board meeting attended. Each non-employee member of a committee
of the Board is paid a fee of $1,000 for each meeting of the committee attended,
and each non-employee Chair of a committee is paid an additional fee of $500
for
each meeting attended. Dr. Jischke 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.
The
Company amended and restated its by-laws to increase the number of board members
from 12 to 13 in order to permit the election of Dr. Jischke. Those amended
and
restated bylaws are attached as Exhibit 3.2.
Item
5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision
of
the Code of Ethics.
On
January 31, 2007, the Company also made certain procedural changes to its Code
of Conduct
to
explicitly provide for direct communications with the Chair of the Board’s Audit
and Risk Management Committee in addition to, or as an alternative to,
communications with the Company’s Director of Internal Audit.
The
amended Code of Conduct can be accessed from the Company’s website
www.vectren.com. and is attached hereto as Exhibit 14.
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
VECTREN
UTILITY HOLDINGS, INC.
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February
5, 2007
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By:
/s/ M. Susan Hardwick
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M.
Susan Hardwick Vice President and
Controller |
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INDEX
TO EXHIBITS
The
following Exhibits are filed as part of this Report to the extent described
in
Item 5.03 and 5.05:
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Exhibit
Number
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Description
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3.2
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Vectren
Corporation Amended and Restated By-Laws.
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14
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Vectren
Corporation Code of Conduct (as
amended).
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