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
November 29, 2007
Date of Report (Date of earliest event reported)
NICOR INC.
(Exact name of registrant as specified in its charter)
Illinois | 1-7297 | 36-2855175 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| Of incorporation) | File Number) | Identification Number) |
1844 Ferry Road
Naperville, Illinois 60563-9600
(Address of principal executive offices) (Zip Code)
(630) 305-9500
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
[ ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Nicor Annual Incentive Compensation Plan for Officers
On November 29, 2007, the Compensation Committee of Nicor Inc. (the “Company”) approved the Nicor Annual Incentive Compensation Plan for Officers. The plan is designed to provide annual incentive award opportunities to officers of the Company that are tied to the achievement of financial goals and non-financial objectives. A copy of that plan is filed as an exhibit to this report and its terms are incorporated herein by reference.
Nicor Gas Annual Incentive Compensation Plan for Officers
On November 29, 2007, the Compensation Committee of Northern Illinois Gas Company (“Nicor Gas”), a subsidiary of the Company, approved the Nicor Gas Annual Incentive Compensation Plan for Officers. The plan is designed to provide annual incentive award opportunities to officers of Nicor Gas that are tied to the achievement of financial goals and non-financial objectives. A copy of that plan is filed as an exhibit to this report and its terms are incorporated herein by reference.
Item 5.03 Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 29, 2007, the Board of Directors of the Company approved the amendment and restatement of the Company’s by-laws effective as of December 1, 2007 to allow for the issuance of uncertificated shares as well as to make other modifications. The Company must be able to issue uncertificated shares in order to be eligible to participate in the Direct Registration System. The additional modifications include setting the fourth Thursday of April as the date for the annual shareholder meeting, coordinating certain provisions relating to shareholder written consent actions, shareholder voting rights and appointment of directors with corresponding provisions in the Company’s articles of incorporation, clarifying that certain notice provisions in the by-laws do not impair the rights of shareholders under the Securities and Exchange Commission’s proxy rules to submit proposals for inclusion in the Company’s proxy statement, altering the composition of the executive committee of the board of directors to remove the president of the Company as a required member and providing for electronic transmission of meeting notices to the extent permitted under Illinois law.
The foregoing summary of the by-law amendments is qualified in its entirety by reference to the text of the Company’s amended and restated by-laws effective as of December 1, 2007. A copy of the by-laws is filed as an exhibit to this report and its terms are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description |
| | | |
| 3.1. | | Nicor Inc. Amended and Restated By-laws effective as of December 1, 2007. |
| 10.1. | | Nicor Annual Incentive Compensation Plan for Officers. |
| 10.2. | | Nicor Gas Annual Incentive Compensation Plan for Officers. |
Signature
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.
Nicor Inc.
Date November 29, 2007 /s/ KAREN K. PEPPING
Karen K. Pepping.
Vice President, Controller and
Principal Accounting Officer
Exhibit Index
| Exhibit | | |
| Number | | Description of Document |
| | | |
| 3.1. | | Nicor Inc Amended and Restated By-laws effective as of December 1, 2007. |
| 10.1. | | Nicor Annual Incentive Compensation Plan for Officers. |
| 10.2. | | Nicor Gas Annual Incentive Compensation Plan for Officers. |
