Vectren 2012 Annual Report Download - page 120

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L. Goocher, One Vectren Square, Evansville, Indiana 47708. The Company intends to disclose any amendments to the
Corporate Code of Conduct/Board Code of Ethics & 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 2013 Annual Meeting of Shareholders, 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 2013 Annual Meeting of Shareholders, 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, 2012, the following shares were authorized to be issued under share-based compensation plans:
A B C
Plan category
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))
Equity compensation plans approved by
security holders 386,565 (1) $ 25.88 (1) 3,598,059 (2)
Equity compensation plans not approved
by security holders — — —
Total 386,565 $ 25.88 3,598,059
(1) Under the Vectren At-Risk Compensation Plan, the Company may buy shares on the open market during periods when
there are no restrictions on insider transactions to fulfill these obligations.
(2) Effective January 1, 2013, 261,220 performance-based and time-based units were issued to management by the
Compensation and Benefits Committee of the Board of Directors. In addition, participants forfeited 48,244 performance
awards measured during the three year performance period ending December 31, 2012 which do not vest until December
31, 2013. These issuances and forfeitures are not included in the above table.
The At-Risk Compensation plan was approved by Vectren Corporation common shareholders after the merger forming Vectren
and was most recently amended and reapproved at the 2011 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 2013 Annual Meeting of Shareholders, which will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A, within 120 days after the end of the fiscal year.