Document


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):

October 20, 2016

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Commission
 
Registrant; State of Incorporation
 
IRS Employer
File Number
 
Address; and Telephone Number
 
Identification No.
 
 
 
 
 
 
 
 
 
 
001-09057
 
WEC ENERGY GROUP, INC.
 
39-1391525
 
 
(A Wisconsin Corporation)
 
 
 
 
231 West Michigan Street
 
 
 
 
P.O. Box 1331
 
 
 
 
Milwaukee, WI 53201
 
 
 
 
(414) 221-2345
 
 
 
 
 
 
 
 
 
 
 
 

The name and address of the registrant have not changed since the last report.

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))

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ITEM 5.03  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On October 20, 2016, the Board of Directors (the “Board”) of WEC Energy Group, Inc. (the “Company”) adopted amendments to the Bylaws of the Company (the “Bylaws”), effective October 20, 2016, to implement proxy access. Section 1.12 has been added to the Bylaws to permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials for an annual meeting directors constituting up to the greater of (i) 20% of the Board or (ii) two directors, provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the Bylaws. The amendments to the Bylaws also include conforming changes.

The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full and complete copy of the Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

3.1    Bylaws of WEC Energy Group, Inc., As Amended to October 20, 2016.




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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.
 
 
 
 
 
 
 
 
WEC ENERGY GROUP, INC.
 
(Registrant)
 
 
 
/s/ William J. Guc                                      
Date: October 25, 2016
William J. Guc – Vice President and Controller







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