form8ka.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K/A

AMENDMENT NO. 1 TO
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))
 

 
 
 

 
 
Explanatory Note

This Form 8-K/A is being filed to amend the Current Report on Form 8-K of Integrys Energy Group, Inc. (the "Company") dated May 11, 2011, and filed on May 16, 2011.  The sole purpose of this amendment is to disclose the decision by the Company's Board of Directors regarding how frequently it will conduct shareholder advisory votes on executive compensation.

Item 5.07
Submission of Matters to a Vote of Security Holders.
 
(d)    As previously disclosed, at the Annual Meeting of Shareholders held on May 11, 2011, a majority of the Company's shareholders voted to conduct an annual non-binding advisory vote on the compensation of the Company's named executive officers.  On August 11, 2011, after considering the results of the advisory vote, the Company's Board of Directors determined that future advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next shareholder vote on the frequency of say-on-pay votes is required under Section 14A of the Securities and Exchange Act of 1934, as amended, or until the Board of Directors otherwise determines that a different frequency for such votes in the best interests of the Company's shareholders.
 
 

 
 
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SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to its previously filed 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:  September 21, 2011
 
 

 
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