8-KLeadership ChangesCorporate ChangesExhibits & Filings

AMEREN CORP 8-K Report, Executive Changes (Oct 12, 2021)

Filed October 12, 2021For Securities:AEE

Summary

Ameren Corporation (AEE) announced a significant leadership transition via an 8-K filing on October 12, 2021. Effective January 1, 2022, Martin J. Lyons, Jr., currently President of Ameren Missouri, will assume the roles of President and Chief Executive Officer of Ameren Corporation and join the Board of Directors. This transition involves a shift for the current CEO, Warner L. Baxter, who will move to the role of Executive Chairman, remaining a full-time employee and board member, and will report to Mr. Lyons. This change signifies a planned succession and internal promotion within the company's senior leadership. Investors should note the compensation adjustments accompanying these leadership changes. Mr. Lyons' compensation package will see an increase in base salary, short-term incentive plan (STIP) target award, and long-term incentive program (LTIP) target award. Conversely, Mr. Baxter's compensation will be adjusted downwards in base salary and target awards for STIP and LTIP. Both executives will continue to participate in existing severance plans. The filing also mentions amendments to the company's By-Laws to reflect these new roles.

Key Highlights

  • 1Martin J. Lyons, Jr. appointed President and CEO of Ameren Corporation, effective January 1, 2022.
  • 2Warner L. Baxter transitions to Executive Chairman role, remaining full-time employee and Board member.
  • 3Mr. Lyons will report to the Executive Chairman, indicating a shift in reporting structure.
  • 4Mr. Lyons' compensation package to increase significantly, including base salary, STIP, and LTIP target awards.
  • 5Mr. Baxter's compensation package to be adjusted downwards in base salary and target awards.
  • 6Amendments to Ameren's By-Laws were approved to align with the new officer roles.

Frequently Asked Questions

This 8-K filing primarily announces a planned leadership transition at Ameren Corporation, with Martin J. Lyons, Jr. set to become President and CEO, and Warner L. Baxter moving to the role of Executive Chairman, both effective January 1, 2022.

The new CEO, Martin J. Lyons, Jr., will see an increase in his base salary to $1,100,000 and higher target percentages for short-term and long-term incentive plans. The outgoing CEO, Warner L. Baxter, will have his base salary decreased to $1,000,000 and lower target percentages for incentive plans in his new Executive Chairman role.

Yes, Mr. Baxter will transition to the role of Executive Chairman. He will remain a full-time employee of Ameren and a member of the Board of Directors. He will also report to the new CEO, Mr. Lyons, and will continue to participate in existing severance plans.

The filing explicitly states that neither Mr. Lyons' nor Mr. Baxter's election was pursuant to any agreement or understanding with any other person. There are also no family relationships between them and any director or executive officer of the company, nor are there any reportable transactions requiring disclosure under Item 404(a) of Regulation S-K.