Current Report Filing (8-k)

 

 

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): April 27, 2017

 

 

 

Commission File Number		Exact Name of Registrant as Specified in Charter; State of Incorporation; Address and Telephone Number		IRS Employer Identification Number
1-14756		Ameren Corporation (Missouri corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 [phone]		43-1723446
1-2967		Union Electric Company (Missouri corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 [phone]		43-0559760
1-3672		Ameren Illinois Company (Illinois corporation) 6 Executive Drive Collinsville, IL 62234 [phone]		37-0211380

 

 

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))

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		☐

 

 

 

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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 April 27, 2017 (“Annual Meeting”), the matters listed below were submitted to a vote of each company’s respective shareholders.

Ameren

Item (1): Election of Directors

At Ameren’s Annual Meeting, the following individuals (comprising Ameren’s full Board of Directors) were elected:

 

Name		Votes For				Votes Against				Abstentions				Broker Non-Votes
Warner L. Baxter			162,789,447				3,923,572				829,562				31,373,901
Catherine S. Brune			166,195,577				809,349				537,655				31,373,901
J. Edward Coleman			166,128,652				842,106				571,823				31,373,901
Ellen M. Fitzsimmons			165,955,336				1,027,446				559,799				31,373,901
Rafael Flores			166,174,459				807,778				560,344				31,373,901
Walter J. Galvin			164,378,630				2,576,956				586,995				31,373,901
Richard J. Harshman			165,607,321				1,345,195				590,065				31,373,901
Gayle P. W. Jackson			164,290,023				2,677,933				574,625				31,373,901
James C. Johnson			163,904,291				3,045,871				592,419				31,373,901
Steven H. Lipstein			165,934,447				1,022,095				586,039				31,373,901
Stephen R. Wilson			165,813,469				1,147,418				581,694				31,373,901

Item (2): Non-Binding Advisory Approval of Executive Compensation

 

Vote Result		Votes For		Votes Against		Abstentions		Broker Non-Votes
Approved		159,549,507		6,880,356		1,112,718			31,373,901

Item (3): Non-Binding Advisory Approval on Frequency of Executive Compensation Shareholder Advisory Vote

 

Vote Result		One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
One Year		150,148,715		754,386		15,856,326		783,154			31,373,901

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.

 

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Item (4): Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2017

 

Vote Result		Votes For		Votes Against		Abstentions		Broker Non-Votes
Approved		193,882,980		4,443,908		589,594			—

Item (5): Shareholder Proposal Regarding a Report on Aggressive Renewable Energy Adoption

 

Vote Result		Votes For		Votes Against		Abstentions		Broker Non-Votes
Not Approved		14,650,298		145,519,687		7,372,596			31,373,901

Item (6): Shareholder Proposal Regarding a Report on the Impact on the Company’s Generation Portfolio of Public Policies and Technological Advances that are Consistent with Limiting Global Warming

 

Vote Result		Votes For				Votes Against				Abstentions				Broker Non-Votes
Not Approved			73,255,341				80,861,487				13,425,753				31,373,901

Item (7): Shareholder Proposal Regarding a Report on Coal Combustion Residuals

 

Vote Result		Votes For		Votes Against		Abstentions		Broker Non-Votes
Not Approved		70,661,719		81,482,936		15,397,926			31,373,901

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, Fadi M. Diya, Martin J. Lyons, Jr., Michael L. Moehn, Gregory L. Nelson, and David N. Wakeman. Each individual received 102,123,834 votes for election and no withheld votes 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: Martin J. Lyons, Jr., Richard J. Mark, Craig D. Nelson, Gregory L. Nelson, and David N. Wakeman. Each individual received 25,452,373 votes for election and no withheld votes or broker non-votes.

 

 

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.

 

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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/ Gregory L. Nelson
Name:		Gregory L. Nelson
Title:		Senior Vice President, General Counsel and Secretary
UNION ELECTRIC COMPANY
(Registrant)
By:		/s/ Gregory L. Nelson
Name:		Gregory L. Nelson
Title:		Senior Vice President, General Counsel and Secretary
AMEREN ILLINOIS COMPANY
(Registrant)
By:		/s/ Gregory L. Nelson
Name:		Gregory L. Nelson
Title:		Senior Vice President, General Counsel and Secretary

Date: May 1, 2017