8-KLeadership ChangesExhibits & Filings

AMEREN CORP 8-K Report, Executive Changes (Dec 14, 2011)

Filed December 14, 2011For Securities:AEE

Summary

Ameren Corporation (AEE) filed a Form 8-K on December 14, 2011, reporting on the establishment and approval of its 2012 Executive Incentive Plan (2012 EIP) and performance share unit awards. The 2012 EIP will provide cash awards to Named Executive Officers based on Ameren's earnings per share (EPS) and individual performance for 2012. The plan incorporates a base award tied to EPS achievement, which can be modified up to 50% based on individual performance, with a maximum payout cap of 200% of the target incentive opportunity. Additionally, the company authorized performance share unit awards for 2012, where the number of units earned (ranging from 0% to 200% of target) will be determined by Ameren's three-year total shareholder return (TSR) relative to utility peers from 2012-2014, along with continued employment. These awards also have provisions related to Change of Control events, including how awards are treated upon voluntary terminations, terminations for cause, or qualifying terminations. The report also notes an increase in the base salary for Ameren's CEO, Thomas R. Voss, effective January 1, 2012.

Key Highlights

  • 1Establishment of the 2012 Ameren Executive Incentive Plan (2012 EIP) to incentivize Named Executive Officers.
  • 22012 EIP awards are primarily based on Ameren's 2012 Earnings Per Share (EPS) and individual performance.
  • 3Target incentive opportunities under the 2012 EIP are set as a percentage of base salary for different Named Executive Officers.
  • 4Individual performance can adjust base EIP awards by up to 50%, with a maximum payout capped at 200% of target.
  • 5Authorization of performance share unit awards for 2012, linked to 2012-2014 Total Shareholder Return (TSR) relative to utility peers.
  • 6Performance share units can range from 0% to 200% of the target grant based on TSR performance and continued employment.
  • 7Increase in the base salary for CEO Thomas R. Voss to $1,000,000, effective January 1, 2012.

Frequently Asked Questions

The 2012 EIP is designed to provide cash awards to Ameren's Named Executive Officers based on the company's financial performance (specifically Earnings Per Share or EPS) and individual contributions during the 2012 fiscal year, aiming to align executive compensation with company performance.

The number of performance share units earned will be based primarily on Ameren's Total Shareholder Return (TSR) compared to a peer group of utility companies over a three-year period (2012-2014). The payout can range from 0% to 200% of the target number of units granted, contingent upon achieving performance goals and continued employment.

The key performance metrics for executive compensation in 2012 are Ameren's Earnings Per Share (EPS) for short-term incentive awards and the company's three-year Total Shareholder Return (TSR) relative to utility peers for long-term performance share unit awards.

Yes, the filing indicates that the base salary for Ameren's Chairman, President, and CEO, Thomas R. Voss, was increased from $900,000 to $1,000,000, effective January 1, 2012, based on market data for similar roles and his performance.