VVC DEFA14A 3/21/2012

Section 1: DEFA14A (DEFINITIVE ADDITIONAL MATERIALS)

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:

o   Preliminary Proxy Statement
     
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
     
o   Definitive Proxy Statement
     
x   Definitive Additional Materials
     
o   Soliciting Material Pursuant to §240.14a-12
VECTREN CORPORATION
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
 
Payment of Filing Fee (Check the appropriate box):

x   No fee required.
     
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
     

  (1)   Title of each class of securities to which transaction applies:
 
  (2)   Aggregate number of securities to which transaction applies:
 
  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
  (4)   Proposed maximum aggregate value of transaction:
 
  (5)   Total fee paid:
 

o   Fee paid previously with preliminary materials.
     
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

  (1)   Amount Previously Paid:
 
  (2)   Form, Schedule or Registration Statement No.:
 
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  (4)   Date Filed:
 


  Shareowner Services   COMPANY #
  P.O. Box 64945  
  St. Paul, MN 55164-0945  

  VECTREN CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, May 16, 2012
10:00 a.m. (CDT)

One Vectren Sq.
211 N.W. Riverside Dr.
Evansville, IN 47708
       
  For those wishing to vote in person, directions to
the Vectren Corporation Annual Meeting are
available in the proxy statement which can be
viewed at www.ematerials.com/vvc.
       
       
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders to be Held on May 16, 2012.

Notice is hereby given that the Annual Meeting of Shareholders of Vectren Corporation will be held at One Vectren Sq., 211 N.W. Riverside Dr., Evansville, IN 47708 on Wednesday, May 16, 2012, at 10:00 a.m. (CDT).

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

The Proxy Statement and Annual Report are available at www.ematerials.com/vvc

If you want to receive a paper copy or an e-mail with links to the electronic materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side of this notice on or before May 2, 2012, to facilitate timely delivery.


    Matters intended to be acted upon at the meeting are listed below.    
         
    The Board of Directors recommends that you vote FOR All Items.    
    1. Electio n of al dir ectors:                
      01  Carl L. Chapman     05  Anton H. George     09  R. Daniel Sadlier    
      02  James H. DeGraffenreid, t Jr.     06  Martin C. Jischke     10  Michael L. Smith    
      03  Niel C. Ellerbrook     07  Robert G. Jones     11  Jean L. Wojtowicz    
      04  John D. Engelbrecht     08  J. Timothy McGinley          
           
    2. Approve a non-binding advisory resolution approving the compensation of the named executive officers.    
           
    3. Ratify the reappointment of Deloitte & Touche LLP as the independent registered public accounting firm for Vectren for 2012.    
           
    Your Internet vote authorizes the named proxy holders to vote your shares in the same manner as if you marked, signed and returned your proxy card and in their discretion upon such other matters that may properly come before the meeting.    

THIS IS NOT A FORM FOR VOTING

You may immediately vote your proxy on the Internet at:

www.eproxy.com/vvc

Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 11:59 p.m. (CDT) on May 15, 2012.  
     
Please have this Notice and the last four digits of your Social Security Number or Tax Identification Number available. Follow the instructions to vote your proxy.  


To request paper copies of the proxy materials, which include the proxy card,
proxy statement and annual report, please contact us via:

    INTERNET – Access the Internet and go to www.ematerials.com/vvc . Follow the instructions to log in, and order copies.
         
    Telephone – Call us free of charge at 866-697-9377 in the U.S. or Canada, using a touch-tone phone, and follow the instructions to log in and order copies.
         
    Email – Send us an email at ep@ematerials.com with “vvc Materials Request” in the subject line. The email must include:
      The 3-digit company # and the 11-digit control # located in the box in the upper right hand corner on the front of this notice.
      Your preference to receive printed materials via mail -or- to receive an email with links to the electronic materials.
      If you choose email delivery you must include the email address.
      If you would like this election to apply to delivery of material for all future meetings, write the word “Permanent” and include the last 4 digits of your Tax ID number in the email.