Vectren 2013 Annual Report Download - page 125

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123
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 2014 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, 2013, 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 7,246 (1) $ 26.70 (1) 3,509,100 (2)
Equity compensation plans not approved
by security holders — — —
Total 7,246 $ 26.70 3,509,100
(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 17, 2014, 212,570 performance-based units were issued to management by the Compensation and
Benefits Committee of the Board of Directors. In addition, participants were granted an additional 41,330 performance
awards measured during the three year performance period ending December 31, 2013 which do not vest, with limited
exceptions, until December 31, 2014. These issuances 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 2014 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 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by Part III, Item 14 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 2014 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.