8-KShareholder MattersExhibits & Filings

AMEREN CORP 8-K Report, Shareholder Vote Results (Apr 21, 2011)

Filed April 21, 2011For Securities:AEE

Summary

Ameren Corporation's Form 8-K filed on April 21, 2011, details the outcomes of its annual shareholder meeting. The key takeaway for investors is the overwhelming approval of the company's slate of directors for Ameren Corporation, Ameren Missouri, and Ameren Illinois, indicating strong shareholder confidence in current leadership. Additionally, shareholders re-approved the material terms of performance goals under the 2006 Omnibus Incentive Compensation Plan and provided advisory approval for executive compensation, as well as for holding such advisory votes annually. These results suggest a stable governance structure and alignment between management and shareholders on compensation philosophy. Furthermore, the filing indicates shareholder approval for an amendment to the Restated Articles of Incorporation to limit director liability under certain circumstances, a move that could be seen as enhancing director comfort and potentially attracting talent. The ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2011 provides assurance regarding financial reporting oversight. However, a shareholder proposal requesting a report on coal combustion waste did not pass, suggesting that current practices regarding this environmental matter are acceptable to the majority of shareholders at this time.

Key Highlights

  • 1All director nominees for Ameren Corporation, Ameren Missouri, and Ameren Illinois were elected by shareholders.
  • 2Shareholders approved an amendment to Ameren's Restated Articles of Incorporation to limit director liability in certain circumstances.
  • 3The material terms of performance goals under Ameren's 2006 Omnibus Incentive Compensation Plan were re-approved by shareholders.
  • 4Shareholders provided advisory approval for the compensation of named executive officers.
  • 5An advisory vote on the frequency of executive compensation shareholder votes resulted in annual votes being favored.
  • 6PricewaterhouseCoopers LLP was ratified as Ameren's independent registered public accounting firm for fiscal year 2011.
  • 7A shareholder proposal requesting a report on coal combustion waste was not approved.

Frequently Asked Questions

This Form 8-K was filed to report the results of Ameren Corporation's annual meeting of shareholders held on April 21, 2011. It details the voting outcomes on various matters, including the election of directors, amendments to corporate governance documents, executive compensation, and the ratification of the independent auditor.

Shareholders overwhelmingly approved the election of all nominated directors for Ameren Corporation, Ameren Missouri, and Ameren Illinois. The voting results show a significant majority of 'Votes For' for each director nominee.

The amendment, approved by shareholders, aims to limit the personal liability of Ameren directors under certain circumstances. This is a common governance practice intended to protect directors from certain legal risks, potentially making it easier to attract and retain qualified individuals for board positions.

The shareholder proposal requesting Ameren's Board of Directors to prepare a report on coal combustion waste did not receive majority approval from the shareholders. This indicates that, at the time of the meeting, the majority of shareholders were satisfied with the company's current reporting or practices regarding this matter.