8-KThe WireRoutine
Shareholder Vote
Filed May 1, 2017 · 9y ago · Accession 0001193125-17-151905
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): 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
(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)
6
Executive Drive
Collinsville, IL 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 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
☐
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 companys respective shareholders.
Ameren
Item (1): Election of Directors
At Amerens
Annual Meeting, the following individuals (comprising Amerens 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 Companys named executive officers, as set forth in the Companys proxy statement, every year.
1
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 Companys 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 Missouris Annual
Meeting, the following individuals (comprising Ameren Missouris 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.
2
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
Filing details
- Company
- Ameren Illinois Co
- Ticker
- AILIP
- CIK
- 18654
- Form type
- 8-K
- Filing date
- May 1, 2017
- Report date
- Apr 27, 2017
- Document
- d385020d8k.htm
- Size
- 53 KB