8-KLeadership ChangesRegulation FDExhibits & Filings

AMEREN CORP 8-K Report, Executive Changes (Jun 4, 2013)

Filed June 4, 2013For Securities:AEE

Summary

This Form 8-K filing by Ameren Corporation on June 4, 2013, primarily announces a key change in its Board of Directors. The company elected Richard J. Harshman to fill a vacancy on the Board, with his term set to expire at the 2014 Annual Meeting of Shareholders. Mr. Harshman's appointment brings significant executive experience to Ameren, as he currently serves as Chairman, President, and CEO of Allegheny Technologies Incorporated (ATI), a diversified specialty metals producer. In addition to his board seat, Mr. Harshman has been appointed to two important committees: the Nominating and Corporate Governance Committee and the Nuclear Oversight and Environmental Committee. These appointments suggest a focus on strategic oversight, corporate governance, and environmental matters. Investors should note that Mr. Harshman's prior executive roles at ATI, including CFO, provide a strong financial and operational background that could be valuable to Ameren's strategic direction and governance.

Key Highlights

  • 1Richard J. Harshman elected to Ameren's Board of Directors, filling a vacancy.
  • 2Mr. Harshman's term as director will expire at the 2014 Annual Meeting of Shareholders.
  • 3Mr. Harshman is currently Chairman, President, and CEO of Allegheny Technologies Incorporated (ATI).
  • 4Mr. Harshman appointed to the Nominating and Corporate Governance Committee.
  • 5Mr. Harshman appointed to the Nuclear Oversight and Environmental Committee.
  • 6Director's compensation will be in line with Ameren's 2013 definitive proxy statement.
  • 7No reportable business relationships between ATI and Ameren required under Item 404(a).

Frequently Asked Questions

Richard J. Harshman has been elected to Ameren's Board of Directors. He brings extensive executive experience, currently serving as Chairman, President, and CEO of Allegheny Technologies Incorporated (ATI). His appointment fills a board vacancy and is intended to leverage his leadership and financial expertise.

Mr. Harshman has been appointed to two key committees: the Nominating and Corporate Governance Committee, which oversees board nominations and corporate governance practices, and the Nuclear Oversight and Environmental Committee, indicating a focus on these critical operational and regulatory areas.

The filing states that Ameren is not aware of any arrangements or understandings related to Mr. Harshman's selection. Furthermore, ATI, where Mr. Harshman is an executive, had no reportable business relationships with Ameren or its subsidiaries in 2012 or 2013, minimizing immediate conflict concerns.

Mr. Harshman will receive standard director's compensation for his service on the Board and the committees he is appointed to. The specifics of this compensation are detailed under the 'Director Compensation' section of Ameren's 2013 definitive proxy statement, filed on March 7, 2013.