form8k.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
 
 
 
Date of Report:          May 16, 2013          
(Date of earliest event reported)
 
 
Commission
File Number
Registrant; State of Incorporation
Address; and Telephone Number
IRS Employer
Identification No.
     
1-11337
 
INTEGRYS ENERGY GROUP, INC.
(A Wisconsin Corporation)
130 East Randolph Street
Chicago, Illinois  60601-6207
(312) 228-5400
39-1775292
     
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Effective May 16, 2013, the Board of Directors of Integrys Energy Group, Inc. (the "Company") approved an amendment to Article III, Section 2 of the Company’s By-laws to decrease the size of the Board from 13 to 11 directors.
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On May 16, 2013, the Company held its 2013 Annual Meeting of Shareholders.  At the Annual Meeting, the Company’s shareholders voted on the following proposals:
 
1)
The election of 11 directors to the Company’s Board of Directors for a one-year term to expire at the Company’s 2014 Annual Meeting of Shareholders;
   
2)
The approval of a non-binding advisory resolution to approve the compensation of the Company's named executive officers; and
   
3)
The ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company and its subsidiaries for the year ending December 31, 2013.
 
The nominees named below were elected as directors at the Annual Meeting by the following final votes cast:
       
Name of Nominee
For
Withheld
Broker Non-Vote
William J. Brodsky
44,307,181
1,234,228
15,901,531
Albert J. Budney, Jr.
44,460,816
1,080,593
15,901,531
Ellen Carnahan
44,970,519
570,890
15,901,531
Michelle L. Collins
44,686,711
854,698
15,901,531
Kathryn M. Hasselblad-Pascale
44,345,344
1,196,065
15,901,531
John W. Higgins
44,898,537
642,872
15,901,531
Paul W. Jones
44,834,774
706,635
15,901,531
Holly Keller Koeppel
44,980,308
561,101
15,901,531
Michael E. Lavin
44,919,054
622,355
15,901,531
William F. Protz, Jr.
44,364,483
1,176,926
15,901,531
Charles A. Schrock
43,628,656
1,912,753
15,901,531
 
Shareholders approved the compensation of the Company's named executive officers by the following final votes cast:
       
For
Against
Abstained
Broker Non-Vote
42,032,401
2,147,612
1,361,396
15,901,531
 
The selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company and its subsidiaries for the year ending December 31, 2013, was ratified by the following final votes cast (there were no broker non-votes cast on this proposal):
       
For
Against
Abstained
  
60,002,298
1,179,376
261,266
  
 
Item 9.01
Financial Statements and Exhibits.
     
 
(a)
Not applicable.
     
 
(b)
Not applicable.
     
 
(c)
Not applicable.
     
 
(d)
Exhibits.  The following exhibits are being filed herewith:
       
   
3.1
Amendment to the Integrys Energy Group, Inc. By-laws effective May 16, 2013
       
   
3.2
Integrys Energy Group, Inc. By-laws as in effect at May 16, 2013
 

 
 
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SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
INTEGRYS ENERGY GROUP, INC.
 
 
 
By:  /s/ Jodi J. Caro                              
     Jodi J. Caro, Vice President, General Counsel and Secretary
 
 
Date:  May 20, 2013
 

 
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INTEGRYS ENERGY GROUP, INC.
 
Exhibit Index to Form 8-K
Dated May 16, 2013
 
 
Exhibit
Number
  
   
3.1
Amendment to the Integrys Energy Group, Inc. By-laws effective May 16, 2013
   
3.2
Integrys Energy Group, Inc. By-laws as in effect at May 16, 2013
 
 
 
 

 
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