8-K

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): June 21, 2011

Commission File No.	Exact Name of Registrant as Specified in its Charter and Principal Office Address and Telephone Number	State of Incorporation	I.R.S. Employer Identification Number
1-16681	The Laclede Group, Inc. 720 Olive Street St. Louis, MO 63101 314-342-0500	Missouri	74-2976504
1-1822	Laclede Gas Company 720 Olive Street St. Louis, MO 63101 314-342-0500	Missouri	43-0368139

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 13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)        On June 21, 2011, The Laclede Group, Inc. (“Company”) announced that its Board of Directors named Suzanne Sitherwood, age 50, as successor to Mr. Douglas H. Yaeger, who will retire on February 1, 2012.  Ms. Sitherwood will become President of the Company effective September 1, 2011 and Chief Executive Officer effective upon Mr. Yaeger’s retirement.  Ms. Sitherwood has been Senior Vice President, Southern Operations of AGL Resources, Inc. since November 2004 and has also served as President of its Atlanta Gas Light, Chattanooga Gas and Florida City Gas subsidiaries since 2008.  There are no related party transactions involving Ms. Sitherwood nor any family relationships between her and any existing director or officer of the Company.  There is no plan, contract or arrangement pursuant to which she has been named an executive officer of the Company.

In connection with Mr. Douglas H. Yaeger’s previously announced transition to retirement, Mr. Yaeger will relinquish his title as President of the Company on September 1, 2011.

(e)        Ms. Sitherwood’s annual base salary shall be $550,000, with a sign on bonus of $200,000 payable within 30 days of employment.  This sign on bonus is subject to recoupment if Ms. Sitherwood is terminated for cause within the first 18 months of employment.  She will participate in the Annual Incentive Plan with target and maximum awards of 75% and 100% of base salary, respectively.

With regard to the Company’s 2006 Equity Incentive Plan, she will receive on September 1, 2011 restricted stock unit grants, 7,000 of which will be time-vested, and 10,000 of which will vest after two years of employment and the satisfaction of certain performance metrics.  The time vested award will vest ratably over three years.  The performance metrics provide for (a) 50% vesting if the Company’s average stock price for any period of three consecutive calendar months exceeds by 10% the Company’s average stock price for the three-month period of September 1, 2011 through November 30, 2011 or (b) 100% vesting if the Company’s average stock price for any period of three consecutive calendar months exceeds by 15% the Company’s average stock price for the three-month period of September 1, 2011 through November 30, 2011.  These awards expire September 1, 2016 but vest automatically at 100% after a change in control, or, in the absence of a change in control, if Ms Sitherwood is terminated without cause or resigns for good reason after March 1, 2012.

The Company and Ms. Sitherwood entered into a severance benefit agreement as of September 1, 2011, which expires September 1, 2014 and addresses benefits payable with or without a change in control upon her termination without cause or upon her resignation for good reason, each such case referred to as a “qualifying termination.”  If a qualifying termination occurs without a change in control, Ms. Sitherwood is entitled to payment of an amount equal to one times her annual base salary, payable in monthly installments over a twelve-month period, and a lump sum payment equal to the target

amount for the Annual Incentive Plan performance award for the fiscal year in which the qualifying termination occurs, as well as continued medical, dental and vision benefits for a period of up to 18 months from the date of the qualifying termination.  If a qualifying termination occurs after a change in control, she is entitled to payment of an amount equal to a non-discounted lump sum, equal to two times “average annual compensation”, as such term is referred to in Treasury Regulation Section 1.280G-1 Question and Answer 34 and such other guidance promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), paid for the five-year period (or if employed by the Company for less than five years, such shorter period) immediately preceding such qualifying termination; plus an amount equal to the target amount for the Annual Incentive Plan performance award for the fiscal year in which the qualifying termination occurs, with such amount to be paid in a lump sum; plus continued medical, dental and vision benefits for a period of up to 18 months from the date of the qualifying termination.  The severance benefits agreement contains confidentiality, non-disparagement, non-competition, and non-solicitation requirements.

The benefits under the severance benefits agreement are in lieu of participation in and benefits under the Management Continuity Protection Plan from September 1, 2011 through August 31, 2014.  She will also participate in any other plan or program provided by the Company for which she may qualify and will be entitled to receive any benefits payable in accordance with the terms of such plan or program, including ,after the severance benefits agreement expires, the Management Continuity Protection Plan.

Item 7.01 Regulation FD Disclosure

The Company issued a press release announcing the appointment, a copy of which is attached.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated June 21, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE LACLEDE GROUP, INC.
Date: June 21, 2011	By:	/s/D. H. Yaeger
		D. H. Yaeger Chairman of the Board, President and Chief Executive Officer

	LACLEDE GAS COMPANY
Date: June 21, 2011	By:	/s/D. H. Yaeger
		D. H. Yaeger Chairman of the Board, President and Chief Executive Officer

Exhibit Index

Exhibit Number	Description
99.1	Press release dated June 21, 2011.

EX-99.1

                                                                                 NEWS RELEASE

Contact:

Ellen L. Theroff – (314) 342-0530

etheroff@lacledegas.com

FOR IMMEDIATE RELEASE

 THE LACLEDE GROUP ANNOUNCES SUZANNE SITHERWOOD AS SUCCESSOR TO

DOUGLAS H. YAEGER

St. Louis (June 21, 2011) — The Laclede Group is pleased to announce that Suzanne Sitherwood has been named its president effective September 1, 2011, and its next chief executive officer effective February 1, 2012. Sitherwood will succeed Douglas H. Yaeger, who has served as Laclede Group’s chairman, president and chief executive officer since January 1999. Yaeger, who will continue to serve as chairman and chief executive officer until January 31, 2012, announced earlier this year his desire to retire the end of January 2012.

“Suzanne Sitherwood brings nearly 30 years of experience within the natural gas utility industry to the Laclede Group and has distinguished herself as a strategic, forward-thinking executive within the industry,” said William E. Nasser, Lead Director of The Laclede Group. “The Laclede Group and its subsidiaries have experienced six consecutive years of record earnings under Doug’s leadership during the past 12 years, and Suzanne’s experience and talent will help ensure continued success in the years to come.”

“The Laclede Group is fortunate to add an experienced executive such as Suzanne to our already-strong leadership team as we continue to adapt to the fast-changing business environment, enhance customer service and add shareholder value,” said Douglas Yaeger, chairman, president and chief executive officer of The Laclede Group.

Sitherwood currently serves as president of Atlanta Gas Light, Chattanooga Gas and Florida City Gas, which are natural gas utility subsidiaries of AGL Resources serving more than 1.6 million customers, as well as senior vice president of Southern Operations for AGL. Prior to these roles, Sitherwood served as vice president of gas operations and capacity planning at AGL Resources, a position she held since June 2002. As vice president, Sitherwood directed the natural gas distribution infrastructure, gas control, gas measurement, marketer relations, customer-related services, interstate pipeline relationships, asset management and management of storage facilities.

A 1983 graduate of the Southern College of Technology with a BS in Industrial Engineering Technology, Sitherwood earned a Master’s in Business Administration from Brenau University in 1997.

Sitherwood has distinguished herself not only as a leader within AGL Resources but also within the local business and political communities. She has served the Georgia Chamber of Commerce in numerous roles including the 2010 Chair and Board Member. She also served on Georgia’s Tax Council, the Georgia Governor’s Energy Policy Council and the Metropolitan North Georgia Water Planning District Governing Board. Sitherwood is a 2010 and 2011 100 Most Influential Georgians honoree and a 2009 YWCA Salute to Women of Achievement recipient.

Sitherwood is also involved in numerous charitable and volunteer activities, including Habitat for Humanity, Alexis de Tocqueville Society of the United Way, Atlanta AIDS Walk, March of Dimes, Relay for Life, American Cancer Society, Livable Communities Coalition and Clean Air Campaign.

ABOUT THE LACLEDE GROUP

Headquartered in St. Louis, Missouri, The Laclede Group, Inc. is a public utility holding company committed to providing reliable natural gas service through its regulated core utility operations, while engaging in non-regulated activities that provide opportunities for sustainable growth. Its subsidiary Laclede Gas Company, the regulated operations of which are included in the Regulated Gas Distribution segment, serves nearly 630,000 residential, commercial and industrial customers in the City of St. Louis and parts of 10 counties in eastern Missouri. Laclede Group’s primary non-regulated business, Laclede Energy Resources, Inc., is included within the Non-Regulated Gas Marketing segment. For more information about Laclede Group and its subsidiaries, visit www.thelacledegroup.com.