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 (Date of earliest event reported) January 216, 2019





	VECTREN CORPORATION
	(Exact name of registrant as specified in its charter)

Commission File No.	Registrant, State of Incorporation, Address, and Telephone Number	I.R.S Employer Identification No.

1-15467	Vectren Corporation	35-2086905
	(An Indiana Corporation)
	One Vectren Square,
	Evansville, Indiana 47708
	(812) 491-4000

1-16739	Vectren Utility Holdings, Inc.	35-2104850
	(An Indiana Corporation)
	One Vectren Square,
	Evansville, Indiana 47708
	(812) 491-4000

	Former name or address, if changed since last report:
	N/A

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 (17CFR 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.0201. ~~Departure~~Other ~~of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Events

OnAs ~~December~~previously 31disclosed, on April 21, 2018, ~~Vectren~~CenterPoint ~~Corporation's~~Energy, ~~Nominating~~Inc. ~~and~~(“CenterPoint ~~Governance~~Energy”) ~~Committee~~entered ofinto ~~its~~an ~~Board~~Agreement ofand ~~Directors~~Plan ~~approved~~of Merger (the ~~attached~~“Merger ~~form~~Agreement”), ofby ~~grant~~and ~~agreement~~among ~~for~~CenterPoint ~~restricted~~Energy, ~~stock~~Vectren ~~awards~~Corporation, ~~provided~~an toIndiana ~~non-employee~~corporation ~~members~~(“Vectren” ofor the ~~board~~"Company"), ofand ~~directors~~Pacer Merger Sub, Inc., ~~This~~an ~~form~~Indiana corporation and wholly-owned subsidiary of ~~grant~~CenterPoint ~~agreement~~Energy (“Merger Sub”). Pursuant to the Merger Agreement, on and subject to the terms and conditions set forth therein, Merger Sub will bemerge ~~used~~with ~~beginning~~and ininto ~~January~~Vectren of(the ~~2019~~“Merger”), atwith ~~which~~Vectren ~~time~~continuing ~~grants~~as ~~will~~the besurviving ~~made~~corporation ~~for~~in ~~future~~the ~~service~~Merger and becoming a wholly-owned subsidiary of CenterPoint Energy.

Consummation of the Merger is contingent on the satisfaction of various conditions, including receipt of a final order in informational proceedings before the Indiana Utility Regulatory Commission. CenterPoint Energy and Vectren received a final order from the Indiana Utility Regulatory Commission on January 16, 2019. Subject to the satisfaction or waiver of the remaining conditions to the closing of the Merger, CenterPoint Energy and Vectren anticipate that the Merger will close in the first quarter of 2019.

A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Exhibits.

ExhibitNumber		Description
10.1		Stock Grants - Agreement for Non-employee Members of the Board of Directors
99.1		Press Release

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.

	VECTREN CORPORATIONVECTREN UTILITY HOLDINGS, INC.
January 2, 2019
January 16, 2019
		By: /s/ M. Susan Hardwick
		M. Susan Hardwick
		Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

The following Exhibits are filed as part of this Report to the extent described in Item 58.0201:

ExhibitNumber		Description
10.1		Stock Grants - Agreement for Non-employee Members of the Board of Directors
99.1		Press Release

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