8-KShareholder Matters

AMEREN CORP 8-K Report, Shareholder Vote Results (Apr 25, 2012)

Filed April 25, 2012For Securities:AEE

Summary

This Form 8-K filing from Ameren Corporation reports on the outcomes of its annual shareholder meeting held on April 24, 2012. The primary focus for investors is the overwhelming approval of the company's slate of directors and the ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2012. Additionally, shareholders provided advisory approval for executive compensation. Notably, several shareholder proposals concerning environmental matters, specifically related to coal combustion waste, coal-related costs and risks, and greenhouse gas emission reductions through energy efficiency and renewable programs, were not approved by shareholders. These results indicate shareholder confidence in current board leadership and audit oversight, while also signaling a preference against the adoption of the specific environmental reporting initiatives proposed by certain shareholder groups at this time.

Key Highlights

  • 1All eleven director nominees for Ameren Corporation were elected, receiving substantial 'For' votes compared to 'Withheld' votes.
  • 2Shareholders of Ameren Missouri and Ameren Illinois also saw their respective board members elected with unanimous 'For' votes within those subsidiaries.
  • 3The appointment of PricewaterhouseCoopers LLP as Ameren's independent registered public accounting firm for fiscal year 2012 was ratified by shareholders.
  • 4Shareholders approved, on an advisory basis, the compensation of Ameren's named executive officers.
  • 5A shareholder proposal requesting a report on coal combustion waste was not approved.
  • 6A shareholder proposal requesting a report on coal-related costs and risks was not approved.
  • 7A shareholder proposal regarding greenhouse gas and air emissions reductions through customer energy efficiency and renewable energy programs was also not approved.

Frequently Asked Questions

The main outcomes included the election of all director nominees for Ameren Corporation and its subsidiaries, advisory approval of executive compensation, ratification of the independent auditor (PricewaterhouseCoopers LLP), and the rejection of several shareholder proposals related to environmental reporting and coal-related issues.

Yes, three shareholder proposals concerning environmental matters were not approved. These proposals requested reports on coal combustion waste, coal-related costs and risks, and assessments of greenhouse gas emissions reductions through energy efficiency and renewable programs.

Shareholders approved the compensation of Ameren's named executive officers on an advisory basis. The vote showed a significant majority in favor of the compensation as disclosed.

PricewaterhouseCoopers LLP was ratified by Ameren shareholders as the company's independent registered public accounting firm for the fiscal year ending December 31, 2012.