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 11, 2011
(Date of earliest event reported)
Commission File Number | Registrant; State of Incorporation Address; and Telephone Number | IRS Employer Identification No. |
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1-11337 | INTEGRYS ENERGY GROUP, INC. (A Wisconsin Corporation) 130 East Randolph Street Chicago, Illinois 60601-6207 (312) 228-5400 | 39-1775292 |
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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. |
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| Effective May 11, 2011, the Board of Directors of Integrys Energy Group (the “Company") approved the following amendments to the Company's By-laws: |
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| 1) | Article II, Section 2 and Article III, Sections 2 and 3 were amended to reflect that the Board of Directors has a single class of directors that are elected to one year terms; and |
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| 2) | Article III, Section 2 was amended to decrease the size of the Board of Directors from 13 to 12 directors. |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
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| On May 11, 2011, the Company held its 2011 Annual Meeting of Shareholders. At the Annual Meeting, the Company’s shareholders voted on the following proposals: |
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| 1) | The election of 12 directors to the Company’s Board of Directors for a one-year term to expire at the Company’s 2012 Annual Meeting of Shareholders; |
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| 2) | The approval of a non-binding advisory resolution on the compensation of the Company's named executive officers; |
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| 3) | A non-binding advisory vote regarding the frequency of future advisory votes related to the compensation of the Company's named executive officers; and |
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| 4) | 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, 2011. |
| The nominees named below were elected as directors at the Annual Meeting by the following final votes cast: |
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| Name of Nominee | For | Withheld | Broker Non-Vote |
| Keith E. Bailey | 46,626,885 | 990,435 | 15,028,478 |
| William J. Brodsky | 46,661,470 | 955,849 | 15,028,479 |
| Albert J. Budney, Jr. | 46,726,858 | 890,462 | 15,028,478 |
| Pastora San Juan Cafferty | 46,521,469 | 1,095,850 | 15,028,479 |
| Ellen Carnahan | 45,008,005 | 2,609,314 | 15,028,479 |
| Michelle L. Collins | 46,667,237 | 950,082 | 15,028,479 |
| Kathryn M. Hasselblad-Pascale | 45,924,592 | 1,692,728 | 15,028,478 |
| John W. Higgins | 46,707,545 | 909,774 | 15,028,479 |
| James L. Kemerling | 46,575,851 | 1,041,468 | 15,028,479 |
| Michael E. Lavin | 46,741,857 | 875,462 | 15,028,479 |
| William F. Protz, Jr. | 46,674,127 | 943,192 | 15,028,479 |
| Charles A. Schrock | 45,486,883 | 2,130,436 | 15,028,479 |
| Shareholders approved the advisory vote on the compensation of the Company's named executive officers by the following final votes cast: |
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| For | Against | Abstained | Broker Non-Vote |
| 43,316,743 | 2,635,891 | 1,664,658 | 15,028,506 |
| Shareholders indicated their preference, on an advisory basis, that the advisory vote on the Company's named executive officers' compensation be held annually by the following final votes cast: |
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| 1 Year | 2 Years | 3 Years | Abstained | Broker Non-Vote |
| 38,209,834 | 646,829 | 7,210,244 | 1,550,381 | 15,028,510 |
| 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, 2011, was ratified by the following final votes cast: |
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| For | Against | Abstained |
| 60,642,799 | 1,593,159 | 408,840 |
| Item 9.01 | Financial Statements and Exhibits. |
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| | (a) | Not applicable. |
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| | (b) | Not applicable. |
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| | (c) | Not applicable. |
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| | (d) | Exhibits. The following exhibits are being filed herewith: |
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| | | (3.1) | Amendments to the Integrys Energy Group, Inc. By-laws effective May 11, 2011 |
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| | | (3.2) | Integrys Energy Group, Inc. By-laws as in effect at May 11, 2011 |
| SIGNATURES |
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| 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. |
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| | INTEGRYS ENERGY GROUP, INC. By: /s/ Barth J. Wolf Barth J. Wolf Vice President, Chief Legal Officer and Secretary |
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| Date: May 16, 2011 |
INTEGRYS ENERGY GROUP, INC.
Exhibit Index to Form 8-K
Dated May 11, 2011
Exhibit Number | |
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| (3.1) | Amendments to the Integrys Energy Group, Inc. By-laws effective May 11, 2011 |
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| (3.2) | Integrys Energy Group, Inc. By-laws as in effect at May 11, 2011 |
