Form 8-K - Current report

 

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 13, 2024

 

 

 

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 Number)

 

1901 Chouteau Avenue, St. Louis, Missouri 63103

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

 

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 13, 2024, the Board of Directors (the "Board") of Ameren Corporation ("Ameren") elected Mr. Steven O. Vondran to the Board, with a term beginning on January 1, 2025, and expiring at Ameren's Annual Meeting of Shareholders in 2025. Also effective January 1, 2025, the Board appointed Mr. Vondran to the Finance Committee and the Nuclear, Operations and Environmental Sustainability Committee of the Board. No arrangement or understanding exists between Mr. Vondran and Ameren or, to Ameren's knowledge, any other person or persons pursuant to which Mr. Vondran was selected as a director. Mr. Vondran will receive compensation for Board and committee service consistent with the compensation paid to the other non-employee directors of Ameren; in 2025, this compensation consists of an annual cash retainer of $125,000 and an annual grant of Ameren common stock valued at $170,000.

 

Mr. Vondran is the President and Chief Executive Officer, and a member of the board of directors, of American Tower Corporation ("American Tower"), a global real estate investment trust and independent owner, operator and developer of multitenant communications real estate with a portfolio of over 148,000 communications sites and a highly interconnected footprint of U.S. data center facilities. Mr. Vondran has held various leadership positions since joining American Tower in 2000, including serving as Executive Vice President and Global Chief Operating Officer from November 2023 through February 2024, and as Executive Vice President and President, US Tower Division from August 2018 through October 2023.

 

Mr. Vondran had no business relationships with Ameren or its subsidiaries in 2023 or to the date hereof in 2024 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 16, 2024, Ameren issued a press release announcing Mr. Vondran'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 16, 2024, 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 16, 2024

 

 

 

Exhibit 99.1

 

1901 Chouteau Avenue : St. Louis, MO 63103 : Ameren.com

 

Contacts:

Media Ameren Communications 314.554.2182 [e-mail]

Analysts Andrew Kirk 314.554.3942 [e-mail]

 

 

FOR IMMEDIATE RELEASE   Steven Vondran joins Ameren board of directors   ST. LOUIS (Dec. 16, 2024) — Ameren Corporation (NYSE: AEE) announced today that Steven O. Vondran has been elected to the Ameren board of directors, effective Jan. 1, 2025.

Vondran is the president and chief executive officer of American Tower Corporation, a global real estate investment trust and independent owner, operator and developer of multitenant communications real estate with a portfolio of over 148,000 communications sites and a highly interconnected footprint of U.S. data center facilities. Vondran has held various leadership positions since joining American Tower in 2000, including serving as executive vice president and global chief operating officer from November 2023 through February 2024, and as executive vice president and president, U.S. Tower Division from August 2018 through October 2023.

 

 

"We are excited to have Steven, who has extensive senior leadership and legal experience, join Ameren’s board of directors," said Martin J. Lyons, chairman, president and chief executive officer of Ameren. "His expertise with real estate and data center infrastructure will support Ameren’s efforts in bolstering economic growth opportunities in Missouri and Illinois that will benefit our customers, communities and shareholders."

 

Vondran earned a Juris Doctor from the University of Arkansas at Little Rock and a Bachelor of Arts in economics and business from Hendrix College.

 

About Ameren Corporation

St. Louis-based Ameren Corporation powers the quality of life for 2.4 million electric customers and more than 900,000 natural gas customers in a 64,000-square-mile area through its Ameren Missouri and Ameren Illinois rate-regulated utility subsidiaries. Ameren Illinois provides electric transmission and distribution service and natural gas

 

 

 

 

 

 

 

 

 

distribution service. Ameren Missouri provides electric generation, transmission and distribution services, as well as natural gas distribution service. Ameren Transmission Company of Illinois develops, owns and operates rate-regulated regional electric transmission projects in the Midcontinent Independent System Operator, Inc. For more information, visit Ameren.com, or follow us on X at @AmerenCorp, Facebook.com/AmerenCorp, or LinkedIn.com/company/Ameren.

 

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Cover	Dec. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 13, 2024
Entity File Number	1-14756
Entity Registrant Name	AMEREN CORPORATION
Entity Central Index Key	0001002910
Entity Tax Identification Number	43-1723446
Entity Incorporation, State or Country Code	MO
Entity Address, Address Line One	1901 Chouteau Avenue
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63103
City Area Code	314
Local Phone Number	621-3222
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par
Trading Symbol	AEE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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