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AMERIPRISE FINANCIAL INC 8-K Report, Bylaw Amendment (Apr 26, 2012)

Filed April 26, 2012For Securities:AMP

Summary

This 8-K filing from Ameriprise Financial, Inc. (AMP) primarily reports on the outcomes of its 2012 Annual Meeting of Stockholders. The key takeaway for investors is the overwhelming shareholder support for the re-election of incumbent Class I directors, with "for" votes consistently above 95%. This indicates strong confidence in the current leadership and their governance. Additionally, shareholders overwhelmingly approved the compensation of named executive officers (92% "for") and ratified the selection of PricewaterhouseCoopers LLP as the independent auditor (99% "for"), demonstrating broad alignment on executive compensation and audit oversight.

Key Highlights

  • 1All four Class I directors standing for re-election received substantial shareholder support, with "for" votes ranging from approximately 95% to 97%.
  • 2The non-binding advisory vote to approve executive compensation received strong backing, with approximately 92% of shares voted in favor.
  • 3The ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2012 was overwhelmingly approved, with approximately 99% of shares voted "for".
  • 4The company is transitioning from a classified board structure to an annual election of all directors, with this transition to be fully effective at the 2013 annual meeting.
  • 5The Board of Directors adopted resolutions approving amended and restated indemnification agreements for directors and certain officers, which will supersede prior agreements.

Frequently Asked Questions

All four Class I directors (Lon R. Greenberg, Warren D. Knowlton, Jeffrey Noddle, and Robert F. Sharpe, Jr.) up for election were re-elected with very strong shareholder support, receiving "for" votes of approximately 97%, 95%, 95%, and 95% respectively.

Shareholders provided a strong endorsement for the compensation of Ameriprise's named executive officers, with approximately 92% of the votes cast being in favor of the advisory resolution.

Yes, the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2012 was overwhelmingly ratified by shareholders, with approximately 99% of the shares voted in favor.

Yes, Ameriprise is moving towards eliminating its classified board structure. As approved by shareholders in 2010, all directors will be elected annually starting at the 2013 annual meeting, at which point the terms of all current directors will conclude.