8-KThe WireRoutine
Shareholder Vote
Filed May 11, 2020 · 6y ago · Accession 0001193125-20-139066
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
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 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
☐
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.
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.
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
Filing details
- Company
- Ameren Illinois Co
- Ticker
- AILIP
- CIK
- 18654
- Form type
- 8-K
- Filing date
- May 11, 2020
- Report date
- May 7, 2020
- Document
- d893864d8k.htm
- Size
- 320 KB