Current Report Filing (8-k)

AMEREN CORP000100291000001008260000018654false 0001002910 2020-05-07 2020-05-07 0001002910 aee:UnionElectricCompanyMember 2020-05-07 2020-05-07 0001002910 aee:AmerenIllinoisCompanyMember 2020-05-07 2020-05-07

 

 

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 7, 2020

 

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 (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		☐

 

 

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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 May 7, 2020 (“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			166,308,126				6,674,641				1,094,961				28,192,302
Cynthia J. Brinkley			172,433,349				955,551				688,828				28,192,302
Catherine S. Brune			171,975,310				1,421,092				681,326				28,192,302
J. Edward Coleman			171,885,115				1,479,634				712,979				28,192,302
Ward H. Dickson			172,498,555				868,295				710,878				28,192,302
Noelle K. Eder			172,549,214				812,622				715,892				28,192,302
Ellen M. Fitzsimmons			172,357,128				1,040,584				680,016				28,192,302
Rafael Flores			172,413,378				934,038				730,312				28,192,302
Richard J. Harshman			172,225,686				1,125,798				726,244				28,192,302
Craig S. Ivey			172,437,047				879,023				761,658				28,192,302
James C. Johnson			164,816,834				8,526,700				734,194				28,192,302
Steven H. Lipstein			172,277,466				1,063,044				737,218				28,192,302
Stephen R. Wilson			172,057,801				1,283,319				736,608				28,192,302

Item (2):

Non-Binding

Advisory Approval of Executive Compensation

Vote Result		Votes For		Votes Against		Abstentions		Broker  Non-Votes
Approved		165,603,547		7,217,132		1,257,049		28,192,302

Item (3): Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020

Vote Result		Votes For		Votes Against		Abstentions		Broker  Non-Votes
Approved		192,871,400		8,568,437		830,193		—

Item (4): Shareholder Proposal Requesting an Independent Board Chair

Vote Result		Votes For		Votes Against		Abstentions		Broker  Non-Votes
Not Approved		50,371,495		122,277,466		1,428,767		28,192,302

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, and Chonda J. Nwamu. Each individual received 102,123,834 votes for election and no withheld votes, abstentions or broker

non-votes.

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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, Theresa A. Shaw and David N. Wakeman. Each individual received 25,452,373 votes for election and no withheld votes, abstentions 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/ 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 11, 2020