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) September
27, 2006
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:
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)
|
|
r
|
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))
|
|
r
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year,
and
Item
8.01 Other Events
On
September 28, 2006, Vectren Corporation (“Vectren” or the “Company”) announced
that its Board of Directors had unanimously approved changes designed to further
enhance its corporate governance practices. Amended By-law and policy changes
were approved at a meeting held on September 27, 2006, and become effective
October 1, 2006.
The
Company made the following changes to its By-laws:
| · |
Vectren’s
Board of Directors amended the Company’s By-laws to create of a single
class of directors who are elected annually. This modification eliminates
the current three classes with staggered term expiration
dates.
|
| · |
Vectren’s
Board of Directors incorporated into the By-laws director selection
criteria. Previously the By-laws did not address selection
criteria.
|
In
addition to these By-law changes, the Company’s Board of Directors adopted a
policy providing for a majority vote standard for director elections. Under
the
new policy, any nominee for director in an uncontested election who receives
a
greater number of votes "withheld" from his or her election than votes "for"
his
or her election will tender his or her resignation promptly following
certification of the shareholder vote. The Board’s Corporate Governance and
Nominating Committee will consider the tendered resignation and recommend to
the
Board whether it should be accepted or rejected.
A
copy of
the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K.
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
|
|||
|
September
28, 2006
|
|||
|
By:
/s/ M. Susan Hardwick
|
|||
|
M.
Susan Hardwick
Vice
President and
Controller
|
|||
|
|
|||
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Press
Release Issued September 28, 2006--Vectren Board Institutes Changes
to
Enhance Corporate Governance
|