Vectren 2008 Annual Report Download - page 109

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officer, principal accounting officer or controller 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 2009 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 2009 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.
Shares Issuable under Share-Based Compensation Plans
As of December 31, 2008, the following shares were authorized to be issued under share-based compensation
plans:
Plan category
Equity compensation plans approved by
security holders 1,335,214
(1)
23.95$
(1)
2,564,107
(2)
Equity compensation plans not approved
by security holders - - -
Total 1,335,214 23.95$ 2,564,107
AB C
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a)
(1) Includes the following Vectren Corporation Plans: Vectren Corporation At-Risk Compensation Plan and 1994 SIGCORP
Stock Option Plan.
(2) Future issuances of shares awards can only be made under the Vectren Corporation At-Risk Plan. Shares available for
issuance under the At-Risk Plan have been reduced by the issuance of 234,450 restricted units approved by the board of
directors’ Compensation Committee on February 11, 2009. In addition, on February 11, 2009, participants forfeited
56,905 shares related to awards measured during the three year performance period ending December 31, 2008, and shares
available for future issue have been increased by that amount.
The SIGCORP stock option plan was approved by SIGCORP common shareholders prior to the merger forming
Vectren. The At-Risk Compensation plan was approved by Vectren Corporation common shareholders after the
merger forming Vectren and was reapproved at the 2006 annual meeting of shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
Information required by Part III, Item 13 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 2009 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.