8-KCorporate ChangesExhibits & Filings

AMEREN CORP 8-K Report, Bylaw Amendment (Oct 13, 2010)

Filed October 13, 2010For Securities:AEE

Summary

Ameren Corporation (AEE) filed an 8-K on October 13, 2010, reporting amendments to its By-Laws, effective October 8, 2010. These amendments primarily concern the indemnification and advancement of expenses for its directors, officers, and certain other individuals serving at the company's request. The changes aim to provide more specific guidelines and limitations on the company's financial exposure related to these provisions. Key changes include narrowing the scope of who is eligible for indemnification, defining what constitutes "serving at the request of the Company," establishing a secondary payment hierarchy for indemnification when another entity is involved, making expense advancement mandatory for directors and officers under certain conditions, and introducing a $25 million cap on Ameren's liability for indemnification and expense advancement for those serving other entities at the company's request, unless otherwise approved by the Board. These amendments are designed to offer greater clarity and control over potential liabilities for Ameren.

Key Highlights

  • 1Ameren Corporation amended its By-Laws on October 8, 2010, focusing on indemnification and advancement of expenses.
  • 2The amendments restrict indemnification to exclude 'agents' and individuals serving another entity as an agent.
  • 3A specific definition for "serving at the request of the Company" has been introduced, requiring approval from the Nominating and Corporate Governance Committee.
  • 4A hierarchy for indemnification payments is now in place, making payments from the served entity primary.
  • 5Advancement of expenses for directors and officers serving at Ameren's request is now mandatory upon their undertaking to repay.
  • 6A new $25 million cap on Ameren's liability for indemnification and expense advancement has been established for individuals serving other entities at the company's request, with exceptions for Board approval.

Frequently Asked Questions

The main purpose is to clarify and limit Ameren Corporation's exposure to financial liabilities related to indemnifying and advancing expenses for its directors, officers, and individuals who serve other entities at Ameren's request. This provides more defined parameters for such arrangements.

The amendments narrow the scope of coverage. Specifically, 'agents' of Ameren and individuals serving other entities as employees or agents at Ameren's request are now excluded from indemnification. The definition of 'serving at the request of the Company' is also more strictly defined.

Yes, a new limit of $25 million has been imposed on Ameren's maximum liability for indemnification and advancement of expenses for any person serving another entity at the company's request, unless the Board of Directors expressly approves a higher amount.

Previously, the advancement of expenses was at the discretion of the Board of Directors. The amended By-Laws make the advancement of expenses mandatory for Ameren directors or officers, and for persons serving at Ameren's request as a director or officer of another entity, provided they undertake to repay the amounts if it's ultimately determined they are not entitled to indemnification.