Ameren Corporation (Exact name of registrant as specified in its charter) | ||
Missouri (State or other jurisdiction of incorporation) | 1-14756 (Commission File Number) | 43-1723446 (I.R.S. Employer Identification No.) |
1901 Chouteau Avenue, St. Louis, Missouri 63103 (Address of principal executive offices and Zip Code) | ||
| Registrant’s telephone number, including area code: (314) 621-3222 | ||
| [ ] | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (b) | In accordance with the director retirement age provisions of Ameren Corporation’s (“Ameren”) Corporate Governance Guidelines, Gordon R. Lohman and Richard A. Liddy, Ameren directors, offered to complete the term of their service on Ameren’s Board of Directors, effective April 22, 2008, the end of their term as directors and not be nominated for re-election to the Board. On February 8, 2008 the Board of Directors accepted their offers effective April 22, 2008. |
| (e) | On February 8, 2008, the Human Resources Committee of the Board of Directors (the “Committee”) of Ameren approved and the full Board of Directors of Ameren ratified the following actions: |
| * | Establishment of Ameren earnings per share (“EPS”) achievement levels for the 2008 Ameren Executive Incentive Plan (the “2008 EIP”). The 2008 EIP, which was approved by the Committee and ratified by the full Board of Directors on December 14, 2007, provides for the payment of cash awards to the Named Executive Officers in 2009 based on corporate and/or business segment results and individual performance in 2008. The 2008 EIP was filed as Exhibit 99.1 to and described in Ameren’s Current Report on Form 8-K filed December 18, 2007, which Exhibit 99.1 and description are incorporated herein by reference. The Board ratified Ameren EPS threshold, target and maximum Ameren EPS achievement levels under the 2008 EIP of $2.70, $3.00 and $3.30, respectively. As Messrs. Voss and Naslund have business segment responsibility, their 2008 EIP incentive compensation opportunity is based 50% on Ameren EPS and 50% on Missouri regulated business segment contribution to Ameren EPS. The Board also ratified threshold, target and maximum Missouri regulated business segment contribution to Ameren EPS of $1.14, $1.27 and $1.40, respectively. |
| * | Authorization of the issuance pursuant to the 2006 Omnibus Incentive Compensation Plan of performance share unit awards for 2008 to the Named Executive Officers. Each performance share unit represents the right to receive a share of Ameren’s common stock assuming certain performance criteria are achieved. The actual number of performance share units earned will vary from 0 percent to 200 percent of the target number of performance share units granted to each Named Executive Officer, based primarily on Ameren’s three-year total shareholder return relative to a utility peer group and continued employment during such three-year period (the “Performance Period”). Once earned, performance share units continue to track with Ameren’s common stock price for two years (the “Holdback Period”), at which time the performance share units are paid in Ameren’s common stock. Dividends on performance share units will accrue and be reinvested into additional performance share units throughout the Performance Period. Dividends will be paid on a current basis during the Holdback Period. Because these performance share units will be earned only if performance goals over Performance Periods are attained, the amounts, if any, that will be payable to the Named Executive Officers pursuant to the performance |
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number: | Title: |
| 99.1 | Table of Target 2008 Performance Share Unit Awards Issued to Named Executive Officers. |
Exhibit Number: | Title: |
| 99.1 | Table of Target 2008 Performance Share Unit Awards Issued to Named Executive Officers. |
