8-KThe WireRoutine
Shareholder Vote
Filed May 12, 2023 · 3y ago · Accession 0001104659-23-059889
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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
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 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
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
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
Filing details
- Company
- Ameren Illinois Co
- Ticker
- AILIP
- CIK
- 18654
- Form type
- 8-K
- Filing date
- May 12, 2023
- Report date
- May 11, 2023
- Document
- tm2315645d1_8k.htm
- Size
- 334 KB