Vectren 2010 Annual Report Download - page 113

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111
ITEM 9B. OTHER INFORMATION
None. PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Part III, Item 10 of this Form 10-K is incorporated by reference herein, and made part of this Form
10-K, from the Company's Proxy Statement for its 2011 Annual Meeting of Stockholders, which will be filed with the Securities
and Exchange Commission pursuant to Regulation 14A, within 120 days after the end of the fiscal year. The Company’s
executive officers are the same as those named executive officers detailed in the Proxy Statement.
Management Succession
Niel C. Ellerbrook, chairman and CEO of the Company, retired May 31, 2010, as the Company’s CEO. Ellerbrook will continue
to serve in the role of non-executive chairman for the Company through May of 2011. As part of the Company’s succession
planning process, the board of directors chose Carl L. Chapman, Vectren’s president and chief operating officer, to replace
Ellerbrook as the next CEO. Chapman was elected to the board of directors in May 2009 and has served as an officer of the
Company for more than 20 years.
Corporate Code of Conduct
The Company’s Corporate Governance Guidelines, its charters for each of its Audit, Compensation and Benefits and
Nominating and Corporate Governance Committees, and its Corporate Code of Conduct that covers the Company’s directors,
officers and employees are available in the Corporate Governance section of the Company’s website, www.vectren.com. The
Corporate Code of Conduct (titled “Corp Code of Conduct”) contains specific codes of ethics pertaining to the CEO and senior
financial officers and the Board of Directors in Exhibits D and E, respectively. A copy will be mailed upon request to Investor
Relations, Attention: Steve Schein, One Vectren Square, Evansville, Indiana 47708. The Company intends to disclose any
amendments to the Corporate Code of Conduct or waivers of the Corporate Code of Conduct on behalf of the Company’s
directors or officers including, but not limited to, the principal executive officer, principal financial officer, principal accounting
officer and persons performing similar functions on the Company’s website at the internet address set forth above promptly
following the date of such amendment or waiver and such information will also be available by mail upon request to the address
listed above.
ITEM 11. EXECUTIVE COMPENSATION
Information required by Part III, Item 11 of this Form 10-K is incorporated by reference herein, and made part of this Form 10-K,
from the Company's Proxy Statement for its 2011 Annual Meeting of Stockholders, which will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A, within 120 days after the end of the fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Except with respect to equity compensation plan information of the Registrant, which is included herein, the information required
by Part III, Item 12 of this Form 10-K is incorporated by reference herein, and made part of this Form 10-K, from the Company's
Proxy Statement for its 2011 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission
pursuant to Regulation 14A, within 120 days after the end of the fiscal year.