VECTREN CORPORATION (NYSE:VVC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 22, 2017, the Board of Directors of Vectren Corporation (the “Company”) elected Derrick Burks as a member of the board of the Company effective October 1, 2017. Mr. Burks retired June 30, 2017 after fifteen years at the public accounting firm of Ernst & Young LLP. For thirteen years, he served as managing partner of the Indianapolis office of Ernst & Young. Prior to Ernst & Young, LLP, Mr. Burks worked for twenty-four years at the public accounting firm of Arthur Andersen, where served for three years as managing partner of the Indianapolis office.
Mr. Burks, 61, resides in Indianapolis, Indiana. He is a graduate of Indiana University where he earned a bachelors’ degree in accounting and he is a certified public accountant.
Mr. Burks has not yet been assigned to Board committees. He has no relationships or transactions with the Company which are required to be disclosed to Item 404(a) of Regulation S-K, nor are there any arrangements or understandings with other persons to which he was selected as a director. Mr. Burks 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. Given the timing of Mr. Burks’s election to the board, he will receive a prorated cash retainer of approximately $14,583.32 per month for the remainder of 2017. Mr. Burks’ monthly retainer is calculated by taking the sum of the annual cash retainer for non-employee directors and the cash equivalent value of the annual grant of share based units for non-employee directors, divided by twelve months.
A copy of the press release announcing Mr. Burks’ appointment is attached and filed as exhibit 99.1 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective October 1, 2017, the Board of Directors of the Company amended the Company’s Code of By-Laws to decrease the size of the Board of Directors to eleven (11) directors. The Code of By-Laws as approved and effective on October 1, 2017 is attached as Exhibit 3.1.
Item 9.01 Exhibits.
(d) Exhibits
|
Exhibit Number |
Description |
|
3.1 |
Code of By-Laws of Vectren Corporation as Most Recently Amended to be effective as of October 1, 2017. |
|
99.1 |
Press Release issued by Vectren Corporation on September 25, 2017. |
VECTREN CORP ExhibitEX-3.1 2 vc_8k0922ex31.htm CODE OF BYLAWS OF VECTREN CORPORATION AS MOST RECENTLY AMENDED TO BE EFFECTIVE AS OF OCTOBER 1,…To view the full exhibit click here
About VECTREN CORPORATION (NYSE:VVC)
Vectren Corporation (Vectren) is an energy holding Company. The Company segregates its operations into groups, including the Utility Group, the Nonutility Group, and Corporate and Other. The Company’s subsidiary, Vectren Utility Holdings, Inc. (Utility Holdings or VUHI), serves as the intermediate holding company for three public utilities: Indiana Gas Company, Inc. (Indiana Gas), Southern Indiana Gas and Electric Company (SIGECO) and Vectren Energy Delivery of Ohio, Inc. (VEDO). The Company, through Vectren Enterprises Inc. (Enterprises), is involved in non-utility activities in two primary business areas: Infrastructure Services and Energy Services. Infrastructure Services provides underground pipeline construction and repair services. Energy Services provides energy performance contracting and sustainable infrastructure, such as renewables, distributed generation, and combined heat and power projects.
