8-KShareholder MattersCorporate ChangesExhibits & Filings

AMERIPRISE FINANCIAL INC 8-K Report, Bylaw Amendment (Apr 30, 2010)

Filed April 30, 2010For Securities:AMP

Summary

Ameriprise Financial Inc. (AMP) filed an 8-K on April 29, 2010, detailing the outcomes of their annual shareholder meeting held on April 27, 2010. The report indicates strong shareholder support for the re-election of two Class II directors, James M. Cracchiolo and H. Jay Sarles, with approximately 98% and 99.5% of the votes cast, respectively. Furthermore, shareholders overwhelmingly approved an amendment to the Certificate of Incorporation to declassify the Board of Directors, signaling a move towards annual director elections. The company also received substantial approval for the ratification of Ernst & Young LLP as its independent auditor for 2010. While the election of directors and declassification of the board received near-unanimous support, the advisory vote on executive compensation showed more moderate approval at approximately 79%. Similarly, the proposed amendment to the 2005 Incentive Compensation Plan garnered around 77% of shareholder votes. These results provide insight into shareholder sentiment regarding governance and compensation practices at Ameriprise Financial during that period.

Key Highlights

  • 1Shareholders overwhelmingly re-elected James M. Cracchiolo (98% "for") and H. Jay Sarles (99.5% "for") as Class II directors.
  • 2A significant majority of shareholders (approximately 99%) approved an amendment to declassify the Board of Directors, moving towards annual director elections.
  • 3The selection of Ernst & Young LLP as the independent registered public accounting firm for 2010 was ratified with nearly unanimous support (99.9% "for").
  • 4The advisory vote on executive compensation received approximately 79% approval, indicating general shareholder satisfaction but with a notable percentage of dissent.
  • 5An amended and restated Ameriprise Financial 2005 Incentive Compensation Plan was approved by approximately 77% of the shares voted.
  • 6The filing includes amendments to the Certificate of Incorporation and By-Laws as exhibits, reflecting the approved corporate governance changes.

Frequently Asked Questions

The main outcomes include the re-election of two directors, the approval of an amendment to declassify the Board of Directors, and the ratification of the company's independent auditor. There were also votes on executive compensation and an incentive compensation plan.

Shareholders strongly supported the declassification of the Board of Directors, with approximately 99% of the shares voted approving the amendment to the Certificate of Incorporation.

The advisory vote on executive compensation received approximately 79% approval. While this indicates majority support, it also shows a notable level of shareholder abstention or opposition compared to other governance proposals.

Ernst & Young LLP was ratified as the Company's independent registered public accounting firm for 2010 with overwhelming support, receiving approximately 99.9% of the votes cast.