8-KLeadership ChangesShareholder Matters

AMEREN CORP 8-K Report, Executive Changes (Apr 23, 2013)

Filed April 23, 2013For Securities:AEE

Summary

This 8-K filing by Ameren Corporation, dated April 23, 2013, primarily reports on the outcomes of its annual shareholder meeting. The key event for investors is the election of directors and the advisory vote on executive compensation. Notably, Stephen F. Brauer resigned from the Board of Directors, citing business commitments, and did not seek re-election. All other director nominees for Ameren Corporation were elected, with significant support from shareholders, though with a notable number of withheld votes and broker non-votes for certain individuals, suggesting some level of shareholder engagement on director elections. The company also ratified PricewaterhouseCoopers LLP as its independent auditor for fiscal year 2013.

Key Highlights

  • 1Stephen F. Brauer resigned from Ameren Corporation's Board of Directors, effective immediately, due to business commitments and not due to disagreements with the company.
  • 2Ten director nominees for Ameren Corporation were elected to serve until the 2014 annual meeting. While all nominees were elected, James C. Johnson received a higher percentage of withheld votes and broker non-votes compared to other directors.
  • 3Ameren shareholders approved, on an advisory basis, the compensation of the company's named executive officers.
  • 4The appointment of PricewaterhouseCoopers LLP was ratified as Ameren's independent registered public accounting firm for the fiscal year ending December 31, 2013.
  • 5A shareholder proposal requesting a report on reducing risk through increased energy efficiency and renewable energy resources was not approved by Ameren shareholders, with a significant majority voting against it.
  • 6Director elections for Ameren Missouri and Ameren Illinois also took place, with all nominated directors for both subsidiaries being elected unanimously with no withheld votes or broker non-votes.

Frequently Asked Questions

Stephen F. Brauer resigned from the Board of Directors due to business commitments. The filing explicitly states his resignation was not due to any disagreements with the Company on any matter relating to its operations, policies, or practices.

Yes, for Ameren Corporation, all ten director nominees presented at the annual meeting were elected. For Ameren Missouri and Ameren Illinois, all nominated directors were also elected.

Ameren shareholders approved, on an advisory basis, the compensation of the company's executives as disclosed in the proxy statement. The resolution received a majority of votes in favor.

No, the shareholder proposal requesting a report on reducing risk through increased energy efficiency and renewable energy resources was not approved by Ameren shareholders. The majority of votes cast were against the proposal.