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): December 15, 2023
AMEREN CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Missouri | 1-14756 | 43-1723446 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification |
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
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | AEE | New York Stock Exchange |
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). ¨
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On December 15, 2023, the Board of Directors (the "Board") of Ameren Corporation ("Ameren") elected Ms. Kimberly J. Harris to the Board, with a term beginning on January 1, 2024, and expiring at Ameren's Annual Meeting of Shareholders in 2024. Also effective January 1, 2024, the Board appointed Ms. Harris to the Nominating and Corporate Governance Committee and the Nuclear, Operations and Environmental Sustainability Committee of the Board. No arrangement or understanding exists between Ms. Harris and Ameren or, to Ameren's knowledge, any other person or persons pursuant to which Ms. Harris was selected as a director. Ms. Harris will receive compensation for Board and committee service as described on Exhibit 10.6 to Ameren's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Ms. Harris is the retired President and Chief Executive Officer of Puget Energy, Inc., an energy services holding company, and its subsidiary Puget Sound Energy, Inc., a utility company providing electric and natural gas service in the northwest United States. She served in these positions from March 2011 until her retirement in January 2020. Ms. Harris served as President of Puget Energy and Puget Sound Energy from July 2010 through February 2011 and as Executive Vice President and Chief Resource Officer from May 2007 until July 2010. Prior to joining Puget Energy, Ms. Harris practiced law at Perkins Coie LLP.
Ms. Harris had no business relationships with Ameren or its subsidiaries in 2022 or to the date hereof in 2023 which are required to be reported under Item 404(a) of the Securities and Exchange Commission Regulation S-K.
ITEM 7.01 Regulation FD Disclosure.
On December 18, 2023, Ameren issued a press release announcing Ms. Harris's election to the Board. A copy of that press release is furnished as Exhibit 99.1 to this Report.
ITEM 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit Number | Title | |
| 99.1 | Press release issued on December 18, 2023, by Ameren. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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 thereunto duly authorized.
| AMEREN CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Chonda J. Nwamu | |
| Name: | Chonda J. Nwamu | |
| Title: | Executive Vice President, General Counsel and Secretary | |
Date: December 18, 2023
