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): May 11, 2023
Commission File Number | Exact Name of Registrant as State of Incorporation; Address and Telephone Number | IRS Employer Identification Number |
1-14756 |
Ameren Corporation (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222
|
43-1723446 |
| 1-2967 | Union Electric Company (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222 | 43-0559760 |
| 1-3672 | Ameren Illinois Company (Illinois Corporation) 10 Richard Mark Way Collinsville, Illinois 62234 (618) 343-8150 | 37-0211380 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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 | Name of each exchange | ||
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).
| Emerging Growth Company | ||
| Ameren Corporation | ¨ | |
| Union Electric Company | ¨ | |
| Ameren Illinois 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.
| Ameren Corporation | ¨ | |
| Union Electric Company | ¨ | |
| Ameren Illinois Company | ¨ |
| Co-Registrant CIK | 0000100826 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentperiodEndDate | 2023-05-11 |
| Co-Registrant Written Commuunications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant Entity PreCommencement Issuer Tender Offer | false |
| Co-Registrant CIK | 0000018654 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentperiodEndDate | 2023-05-11 |
| Co-Registrant Written Commuunications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant Entity PreCommencement Issuer Tender Offer | false |
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of each of Ameren Corporation (“Ameren”), Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”), and Ameren Illinois Company, doing business as Ameren Illinois (“Ameren Illinois”), held on May 11, 2023 (“Annual Meeting”), the matters listed below were submitted to a vote of each company’s respective shareholders.
Ameren
Item (1): Election of Directors
The following individuals (comprising Ameren’s full Board of Directors) were elected:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| Warner L. Baxter | 196,489,386 | 6,359,418 | 441,041 | 23,759,108 | |||||
| Cynthia J. Brinkley | 197,823,173 | 4,947,528 | 519,144 | 23,759,108 | |||||
| Catherine S. Brune | 191,713,360 | 11,043,256 | 533,229 | 23,759,108 | |||||
| J. Edward Coleman | 200,359,873 | 2,383,964 | 546,008 | 23,759,108 | |||||
| Ward H. Dickson | 200,664,063 | 2,037,998 | 587,784 | 23,759,108 | |||||
| Noelle K. Eder | 200,125,028 | 2,618,699 | 546,118 | 23,759,108 | |||||
| Ellen M. Fitzsimmons | 200,377,029 | 2,352,425 | 560,391 | 23,759,108 | |||||
| Rafael Flores | 199,930,621 | 2,862,125 | 497,099 | 23,759,108 | |||||
| Richard J. Harshman | 201,105,507 | 1,583,581 | 600,757 | 23,759,108 | |||||
| Craig S. Ivey | 201,049,727 | 1,710,874 | 529,244 | 23,759,108 | |||||
| James C. Johnson | 195,782,632 | 6,947,619 | 559,594 | 23,759,108 | |||||
| Steven H. Lipstein | 196,703,236 | 5,994,238 | 592,371 | 23,759,108 | |||||
| Martin J. Lyons, Jr. | 200,996,267 | 1,790,636 | 502,942 | 23,759,108 | |||||
| Leo S. Mackay, Jr. | 200,401,779 | 2,306,195 | 581,871 | 23,759,108 |
Item (2): Advisory Approval of Executive Compensation
| Vote Result | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| Approved | 195,075,541 | 7,272,936 | 941,368 | 23,759,108 |
Item (3): Advisory Approval of the Frequency of Executive Compensation Shareholder Advisory Vote
| Vote Result | Every Year | Every Two Years | Every Three Years | Abstentions | Broker Non-Votes | ||||||
| Every Year | 199,790,111 | 589,712 | 2,147,881 | 762,141 | — |
Based on these results, the Board of Directors has determined that Ameren will hold a non-binding advisory vote on the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement, every year.
Item (4): Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023
| Vote Result | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| Approved | 216,552,867 | 9,834,442 | 661,644 | — |
Item (5): Shareholder Proposal Regarding Adoption of Scope 1 and 2 Carbon Emissions Targets
| Vote Result | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| Not Approved | 27,710,328 | 173,173,775 | 2,405,742 | 23,759,108 |
Ameren Missouri
Item (1): Election of Directors
At Ameren Missouri’s Annual Meeting, the following individuals (comprising Ameren Missouri’s full Board of Directors) were elected: Mark C. Birk, Bhavani Amirthalingam, Fadi M. Diya, Michael L. Moehn, and Chonda J. Nwamu. Each individual received 102,123,834 votes for election and no withheld votes, abstentions or broker non-votes.
Ameren Illinois
Item (1): Election of Directors
At Ameren Illinois’ Annual Meeting, the following individuals (comprising Ameren Illinois’ full Board of Directors) were elected: Leonard P. Singh, Michael L. Moehn, Chonda J. Nwamu, Theresa A. Shaw, and Patrick E. Smith. Each individual received 25,452,373 votes for election and no withheld votes, abstentions or broker non-votes.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Title |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
This combined Form 8-K is being filed separately by Ameren Corporation, Union Electric Company and Ameren Illinois Company (each a “registrant”). Information contained herein relating to any individual registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.
| AMEREN CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Chonda J. Nwamu | |
| Name: | Chonda J. Nwamu | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| UNION ELECTRIC COMPANY | ||
| (Registrant) | ||
| By: | /s/ Chonda J. Nwamu | |
| Name: | Chonda J. Nwamu | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| AMEREN ILLINOIS COMPANY | ||
| (Registrant) | ||
| By: | /s/ Chonda J. Nwamu | |
| Name: | Chonda J. Nwamu | |
| Title: | Executive Vice President, General Counsel and Secretary | |
Date: May 12, 2023
