8-KLeadership ChangesCorporate ChangesExhibits & Filings

AMEREN CORP 8-K Report, Executive Changes (Dec 15, 2010)

Filed December 15, 2010For Securities:AEE

Summary

This Form 8-K filing by Ameren Corporation (AEE) on December 15, 2010, primarily details the establishment and ratification of executive compensation plans for 2011. The company's Human Resources Committee and Board of Directors approved the 2011 Ameren Executive Incentive Plan (2011 EIP) and performance share unit awards. The 2011 EIP will offer cash awards based on Ameren's earnings per share (EPS) and individual performance, with target award percentages of base salary outlined for key executives, including CEO Thomas R. Voss. Performance share units are tied to Ameren's three-year total shareholder return (TSR) relative to a utility peer group and continued employment, with payouts ranging from 0% to 200% of the target number of units. Additionally, the filing reports amendments to the Bylaws of Ameren Missouri, Ameren Illinois, and Ameren Energy Generating Company. These amendments focus on enhancing and clarifying indemnification provisions for directors, officers, and employees, particularly concerning service at the request of the company, the advancement of expenses, and establishing a $25 million cap on liability for certain indemnification scenarios, except under specific conditions. The increase in CEO Thomas R. Voss's base salary to $900,000, effective January 1, 2011, is also noted.

Key Highlights

  • 1Ameren Corporation has established the 2011 Ameren Executive Incentive Plan (2011 EIP) to provide cash bonuses to Named Executive Officers based on 2011 earnings per share (EPS) and individual performance.
  • 2CEO Thomas R. Voss has a target short-term incentive compensation of 100% of his base salary under the 2011 EIP.
  • 3Performance share unit awards for 2011 are tied to Ameren's 2011-2013 relative Total Shareholder Return (TSR) compared to a utility peer group, with potential payouts ranging from 0% to 200% of target.
  • 4The performance share unit awards have specific provisions for forfeiture or payout in the event of a 'Change of Control' depending on the circumstances.
  • 5CEO Thomas R. Voss's base salary will increase to $900,000 effective January 1, 2011.
  • 6The Bylaws of Ameren Missouri, Ameren Illinois, and Ameren Energy Generating Company have been amended to mandate indemnification for directors, officers, and employees under specified conditions.
  • 7The amendments to the subsidiary Bylaws introduce a $25 million aggregate liability limit for indemnification and expense advancements, with certain exceptions.

Frequently Asked Questions

Ameren has implemented the 2011 Ameren Executive Incentive Plan (2011 EIP) and is issuing performance share unit awards. The EIP ties cash bonuses to company EPS and individual performance, while performance shares are linked to a three-year relative Total Shareholder Return (TSR) metric against utility peers.

The 2011 EIP allows for cash awards based on EPS achievement, with potential adjustments up or down by up to 50% based on individual performance. The total payout is capped at 200% of the target incentive compensation, with the possibility of zero payout if performance thresholds are not met. Performance share units also have a payout range of 0% to 200% of target, contingent on TSR performance and continued employment.

The Bylaw amendments standardize and enhance indemnification for directors, officers, and employees. Key changes include making indemnification and expense advancement mandatory in most cases, defining 'serving at the request of the Company,' and establishing a $25 million cap on aggregate liability for indemnification and expense advancements for services rendered at the company's request, excluding certain employee benefit plan matters.

The treatment of performance share units in a 'Change of Control' scenario depends on whether Ameren ceases to exist or its stock is delisted. If Ameren continues to exist and its stock is traded, certain terminations can lead to forfeiture or vesting and payout. If Ameren ceases to exist or is delisted, target awards are converted to deferred compensation with interest, with different payout or forfeiture rules based on employment status.