8-KLeadership ChangesMaterial AgreementsExhibits & Filings

AMEREN CORP 8-K Report, Material Agreement (Feb 14, 2005)

Filed February 14, 2005For Securities:AEE

Summary

This 8-K filing from Ameren Corporation, dated February 14, 2005, details significant executive compensation and corporate governance changes approved by the Board of Directors on February 11, 2005. The company authorized the award of restricted stock to executive officers and key employees as part of its 2005 compensation program, utilizing the existing 1998 Long-Term Incentive Plan. Additionally, Ameren implemented its 2005 Ameren Executive Incentive Plan, designed to create a direct link between corporate performance and short-term incentive compensation for executives. The filing also announces a renaming of the Contributions Committee to the Public Policy Committee, effective after the April 26, 2005, shareholder meeting. This expanded committee will oversee corporate citizenship and public affairs, with an additional $10,000 annual retainer for its chairperson. Furthermore, an additional $10,000 annual retainer was authorized for the chairperson of the newly formed Nuclear Oversight Committee. Lastly, the Board elected Gayle P. W. Jackson, Ph.D., to fill a vacancy and nominated her for the Public Policy Committee.

Key Highlights

  • 1Ameren authorized restricted stock awards for executive officers and key employees under its 2005 compensation program.
  • 2A new 2005 Ameren Executive Incentive Plan was established to link short-term executive compensation directly to corporate performance.
  • 3The Contributions Committee will be renamed the Public Policy Committee, with expanded oversight of corporate citizenship and public affairs.
  • 4An additional $10,000 annual cash retainer was approved for the chairperson of the Public Policy Committee.
  • 5An additional $10,000 annual cash retainer was approved for the chairperson of the newly formed Nuclear Oversight Committee.
  • 6Gayle P. W. Jackson, Ph.D., was elected to the Board of Directors and nominated for the Public Policy Committee.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about material definitive agreements and changes in corporate governance. Specifically, it details changes to Ameren's executive compensation programs for 2005, including restricted stock awards and an incentive plan tied to performance, as well as adjustments to board committee structures and the election of a new director.

Ameren plans to incentivize its executives in 2005 through a combination of restricted stock awards and a new executive incentive plan. The restricted stock is awarded under the company's Long-Term Incentive Plan, while the 2005 Ameren Executive Incentive Plan directly links short-term incentive compensation to corporate performance results.

The Contributions Committee is being renamed the Public Policy Committee, effective after the shareholder meeting on April 26, 2005. This committee will take on additional responsibilities related to corporate citizenship and public affairs. Additionally, an annual cash retainer of $10,000 has been approved for the chairperson of this committee and for the chairperson of the newly formed Nuclear Oversight Committee.

Gayle P. W. Jackson, Ph.D., has been elected to fill a vacancy on Ameren's Board of Directors. She is the President of Energy Global, Inc., a consulting firm specializing in corporate development for energy companies. Her election is part of the company's corporate governance updates, and she has also been nominated to serve on the Public Policy Committee.