8-KLeadership ChangesRegulation FDExhibits & Filings

AMEREN CORP 8-K Report, Executive Changes (Mar 2, 2009)

Filed March 2, 2009For Securities:AEE

Summary

This 8-K filing from Ameren Corp. on March 2, 2009, announces significant executive leadership changes effective May 1, 2009. Gary L. Rainwater will step down as President and CEO, transitioning to Executive Chairman and retaining his director position. Thomas R. Voss, previously Executive Vice President and Chief Operating Officer, will assume the roles of President and CEO. Warner L. Baxter will move from EVP and CFO to President and CEO of Union Electric Company (UE), Ameren's primary subsidiary, with Martin J. Lyons taking over as CFO. These changes reflect a planned succession and organizational adjustments. Beyond leadership transitions, the filing details compensation adjustments for the incoming and outgoing executives. Notably, Mr. Voss's base salary and bonus target will increase substantially upon assuming the CEO role. Mr. Rainwater's compensation will decrease as he transitions to a non-operational role. Additionally, the company announced the issuance of performance share unit awards for 2009 to executive officers, tied to Ameren's relative total shareholder return (TSR) over three years and continued employment, with potential payouts ranging from 0% to 200% of the target award.

Key Highlights

  • 1Gary L. Rainwater to step down as President and CEO, effective May 1, 2009, becoming Executive Chairman.
  • 2Thomas R. Voss appointed as the new President and CEO, effective May 1, 2009.
  • 3Warner L. Baxter transitions from EVP & CFO to President & CEO of Union Electric Company (UE).
  • 4Martin J. Lyons appointed as the new Chief Financial Officer.
  • 5Significant salary and bonus target adjustments for key executives Voss and Lyons upon assuming new roles.
  • 6Compensation for Gary L. Rainwater to be reduced as he moves to Executive Chairman.
  • 7Issuance of performance share unit awards for 2009 to executive officers tied to three-year relative TSR and continued employment.

Frequently Asked Questions

Thomas R. Voss, formerly Ameren's Executive Vice President and Chief Operating Officer, will become the new President and CEO of Ameren, effective May 1, 2009.

Mr. Rainwater will relinquish his position as President and CEO but will continue to serve as a director and will take on the role of Executive Chairman of the company.

Effective May 1, 2009, Thomas R. Voss's base salary will increase from $477,400 to $750,000, and his target cash bonus will increase from 60% to 90% of his base salary. Martin J. Lyons's base salary will increase from $314,600 to $390,000, and his target cash bonus will increase from 50% to 60% of his base salary. Warner L. Baxter's base salary will increase from $552,900 to $575,000.

Ameren announced the issuance of performance share unit awards for 2009 to executive officers. These awards are contingent upon achieving certain performance criteria, primarily related to Ameren's three-year total shareholder return (TSR) relative to a utility peer group, and continued employment. The payout can range from 0% to 200% of the target number of units.

No, upon Thomas R. Voss's assumption of the President and CEO roles, the position of Chief Operating Officer of Ameren will be eliminated.