8-KLeadership Changes

AMEREN CORP 8-K Report, Executive Changes (Dec 11, 2009)

Filed December 11, 2009For Securities:AEE

Summary

Ameren Corporation announced a change to its Board of Directors on December 11, 2009, with the election of Stephen R. Wilson to fill a vacancy. Mr. Wilson brings executive experience as the Chairman, President, and Chief Executive Officer of CF Industries Holdings, Inc., a significant player in the fertilizer industry. His appointment is effective immediately, and he will serve on Ameren's Audit and Risk Committee and Nuclear Oversight Committee. The company stated that there are no specific arrangements or understandings related to his selection, and his compensation will be in line with existing director compensation policies. This board change is the primary disclosure in this 8-K filing. Investors should note that Mr. Wilson's background in a different industry, coupled with his committee assignments, may bring fresh perspectives to Ameren's governance. The lack of reportable business relationships between Ameren and CF Industries or its affiliates, as per Item 404(a) of Regulation S-K, indicates no immediate conflicts of interest arising from his prior affiliations.

Key Highlights

  • 1Ameren Corporation elected Stephen R. Wilson to its Board of Directors on December 11, 2009.
  • 2Mr. Wilson was appointed to fill a vacancy on the Board.
  • 3He is currently the Chairman, President, and CEO of CF Industries Holdings, Inc.
  • 4Mr. Wilson has been appointed to Ameren's Audit and Risk Committee and Nuclear Oversight Committee.
  • 5Director's compensation for Mr. Wilson will follow established company policies.
  • 6There are no reportable business relationships between Ameren and CF Industries or its affiliates requiring disclosure.
  • 7Mr. Wilson's selection was made without any specific arrangements or understandings reported.

Frequently Asked Questions

Stephen R. Wilson is the Chairman, President, and Chief Executive Officer of CF Industries Holdings, Inc., a major manufacturer and distributor of nitrogen and phosphate fertilizer products. His appointment to Ameren's Board brings executive leadership experience from the agricultural supply sector.

Mr. Wilson has been appointed to Ameren's Audit and Risk Committee and Nuclear Oversight Committee.

According to the filing, there were no business relationships in 2008 or 2009 between Ameren and CF Industries (or its subsidiaries) that are required to be reported under SEC regulations, indicating no immediate conflicts of interest.

Mr. Wilson will receive director's compensation in accordance with the arrangements previously discussed in Exhibit 10.1 of Ameren's Form 10-Q for the quarter ended September 30, 2008.