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 11, 2011          
(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 11, 2011, the Board of Directors of Integrys Energy  Group (the “Company") approved the following amendments to the Company's By-laws:
 
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
   
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.
 
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:
 
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;
   
2)
The approval of a non-binding advisory resolution on the compensation of the Company's named executive officers;
   
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
   
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:
       
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:
       
For
Against
Abstained
Broker Non-Vote
43,316,743
2,635,891
1,664,658
15,028,506
 
 
2
 

 
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:
       
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:
     
For
Against
Abstained
60,642,799
1,593,159
408,840

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)
Amendments to the Integrys Energy Group, Inc. By-laws effective May 11, 2011
       
   
(3.2)
Integrys Energy Group, Inc. By-laws as in effect at May 11, 2011

 
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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/ Barth J. Wolf                                             
     Barth J. Wolf
     Vice President, Chief Legal Officer and Secretary
 
 
Date:  May 16, 2011
 
 
 
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INTEGRYS ENERGY GROUP, INC.

Exhibit Index to Form 8-K
Dated May 11, 2011


Exhibit
Number
  
   
(3.1)
Amendments to the Integrys Energy Group, Inc. By-laws effective May 11, 2011
   
(3.2)
Integrys Energy Group, Inc. By-laws as in effect at May 11, 2011

 
 
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