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. |
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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 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. |
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| 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: |
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| 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; |
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| 2) | The approval of a non-binding advisory resolution to approve the compensation of the Company's named executive officers; and |
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| 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: |
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| 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: |
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| 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): |
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| For | Against | Abstained | |
| 60,002,298 | 1,179,376 | 261,266 | |
| 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 | Amendment to the Integrys Energy Group, Inc. By-laws effective May 16, 2013 |
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| | | 3.2 | Integrys Energy Group, Inc. By-laws as in effect at May 16, 2013 |
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| 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/ Jodi J. Caro Jodi J. Caro, Vice President, General Counsel and Secretary |
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| Date: May 20, 2013 |
INTEGRYS ENERGY GROUP, INC.
Exhibit Index to Form 8-K
Dated May 16, 2013
Exhibit Number | |
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| 3.1 | Amendment to the Integrys Energy Group, Inc. By-laws effective May 16, 2013 |
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| 3.2 | Integrys Energy Group, Inc. By-laws as in effect at May 16, 2013 |
