8-KLeadership ChangesRegulation FDExhibits & Filings

AMEREN CORP 8-K Report, Executive Changes (Feb 18, 2014)

Filed February 18, 2014For Securities:AEE

Summary

Ameren Corporation announced a significant leadership transition in an 8-K filing dated February 18, 2014. Thomas R. Voss, the current President, will retire from that role effective February 14, 2014. He will subsequently step down as Chief Executive Officer on April 24, 2014, and as Chairman of the Board on July 1, 2014, concluding a planned retirement process. Warner L. Baxter, currently President and CEO of Ameren Missouri, has been appointed as the new President of Ameren, effective February 14, 2014, and will also join the Board of Directors. Mr. Baxter is slated to succeed Mr. Voss as CEO on April 24, 2014, and is expected to become Chairman of the Board. This filing details Mr. Baxter's extensive experience within Ameren and outlines significant adjustments to his compensation package tied to his new executive roles.

Key Highlights

  • 1Thomas R. Voss announces his intention to retire, stepping down as President immediately, CEO in April 2014, and Chairman in July 2014.
  • 2Warner L. Baxter appointed as Ameren's new President and a member of the Board, effective February 14, 2014.
  • 3Warner L. Baxter is designated to succeed Thomas R. Voss as CEO on April 24, 2014, and is expected to become Chairman.
  • 4The Board of Directors expanded from 11 to 12 members to accommodate Mr. Baxter's appointment.
  • 5Warner L. Baxter's base salary will increase from $642,000 to $950,000 upon becoming CEO.
  • 6Short-term and long-term incentive targets for Mr. Baxter have been significantly increased, reflecting his expanded responsibilities.
  • 7The press release announcing these changes was issued on February 18, 2014, and is included as an exhibit.

Frequently Asked Questions

Warner L. Baxter, currently the Chairman, President, and CEO of Ameren Missouri, will succeed Thomas R. Voss as CEO of Ameren Corporation, effective April 24, 2014.

Effective April 24, 2014, Mr. Baxter's base salary will increase to $950,000. His short-term incentive target opportunity will rise from 70% to 100% of base salary, and his long-term incentive target opportunity will increase from 175% to 325% of his increased base salary. He will also receive an additional grant of Performance Share Units valued at $1,344,746.

Thomas R. Voss will retire as President immediately on February 14, 2014. He will step down as Chief Executive Officer on April 24, 2014, and as Chairman of the Board and a member of the Board on July 1, 2014.

Yes, Mr. Baxter has extensive experience with Ameren, having served as Executive Vice President and Chief Financial Officer from 2003 to 2009, and in various other senior finance and controller roles since joining Ameren in 1995.