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 12, 2022
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 Executive Drive 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 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).
| 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 | 2022-05-12 |
| 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 | 2022-05-12 |
| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of shareholders of Ameren Corporation ("Ameren"), held on May 12, 2022 (the "Annual Meeting"), Ameren's shareholders approved the Ameren Corporation 2022 Omnibus Incentive Compensation Plan (the "2022 Plan"). The 2022 Plan was previously approved by Ameren's Board of Directors ("Board") on February 11, 2022, subject to shareholder approval. The 2022 Plan has been established to replace, on a prospective basis, the Ameren Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”), which was previously approved by shareholders and expires on April 24, 2024.
The 2022 Plan permits the grant of restricted stock, restricted stock units, stock options (incentive stock options and nonqualified stock options), stock appreciation rights, performance awards, cash-based awards and other stock-based awards. The 2022 Plan will be administered by the Human Resources Committee of the Board, or a subcommittee thereof, or any other committee designated by the Board to administer the 2022 Plan.
A total of 8,842,321 shares of common stock is available for grants under the 2022 Plan, representing 1,342,321 shares transferred from the 2014 Plan, plus 7,500,000 new shares. The number of shares available for grant is subject to adjustment under certain circumstances described in the 2022 Plan.
The Board may terminate or amend the 2022 Plan at any time; provided, however, that amendment of the 2022 Plan will be subject to stockholder approval in certain circumstances. The 2022 Plan will expire and no grants will be made thereunder on or after May 12, 2032.
This description of the 2022 Plan is a summary only and is qualified by reference to the 2022 Plan, which is filed as Exhibit 10.1 hereto. A more complete description of the terms of the 2022 Plan can be found in “Item 3 - Approval of the Ameren Corporation 2022 Omnibus Incentive Compensation Plan” on pages 82 to 86 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 29, 2022, which description is incorporated by reference herein.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of each of 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 12, 2022, 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 | 188,065,856 | 3,405,770 | 523,402 | 24,016,221 | ||||||||||||
| Cynthia J. Brinkley | 189,536,379 | 1,885,927 | 572,722 | 24,016,221 | ||||||||||||
| Catherine S. Brune | 184,062,244 | 7,354,136 | 578,648 | 24,016,221 | ||||||||||||
| J. Edward Coleman | 188,588,244 | 2,799,843 | 606,941 | 24,016,221 | ||||||||||||
| Ward H. Dickson | 188,962,218 | 2,439,823 | 592,987 | 24,016,221 | ||||||||||||
| Noelle K. Eder | 186,516,207 | 4,909,193 | 569,628 | 24,016,221 | ||||||||||||
| Ellen M. Fitzsimmons | 188,738,109 | 2,673,891 | 583,028 | 24,016,221 | ||||||||||||
| Rafael Flores | 186,740,257 | 4,650,949 | 603,822 | 24,016,221 | ||||||||||||
| Richard J. Harshman | 189,530,559 | 1,859,244 | 605,225 | 24,016,221 | ||||||||||||
| Craig S. Ivey | 189,475,733 | 1,923,492 | 595,803 | 24,016,221 | ||||||||||||
| James C. Johnson | 180,669,135 | 10,727,132 | 598,761 | 24,016,221 | ||||||||||||
| Steven H. Lipstein | 185,453,928 | 5,935,866 | 605,234 | 24,016,221 | ||||||||||||
| Martin J. Lyons, Jr. | 189,718,841 | 1,719,553 | 556,634 | 24,016,221 | ||||||||||||
| Leo S. Mackay, Jr. | 188,745,959 | 2,647,849 | 601,220 | 24,016,221 | ||||||||||||
Item (2): Advisory Approval of Executive Compensation
| Vote Result | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Approved | 181,854,347 | 9,092,858 | 1,047,823 | 24,016,221 | ||||||||||||
Item (3): Approval of the Ameren Corporation 2022 Omnibus Incentive Compensation Plan
| Vote Result | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Approved | 185,274,388 | 5,652,229 | 1,068,411 | 24,016,221 | ||||||||||||
Item (4): Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022
| Vote Result | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Approved | 206,390,936 | 8,810,956 | 809,357 | — | ||||||||||||
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: Bhavani Amirthalingam, Mark C. Birk, 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: Richard J. Mark, Michael L. Moehn, Chonda J. Nwamu, Patrick E. Smith and David N. Wakeman. 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 | |
| 10.1 | 2022 Omnibus Incentive Compensation Plan | |
| 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: | Senior Vice President, General Counsel and Secretary | |
| UNION ELECTRIC COMPANY | ||
| (Registrant) | ||
| By: | /s/ Chonda J. Nwamu | |
| Name: | Chonda J. Nwamu | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| AMEREN ILLINOIS COMPANY | ||
| (Registrant) | ||
| By: | /s/ Chonda J. Nwamu | |
| Name: | Chonda J. Nwamu | |
| Title: | Senior Vice President, General Counsel and Secretary | |
Date: May 13, 2022
