UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 9, 2024, the Board of Directors of Ameren Corporation (the “Company”) adopted amendments to the By-Laws of the Company (the “By-Laws”), effective as of such date. The By-Laws amended the Company’s prior by-laws to, among other things: (i) update the procedural and disclosure requirements for director nominations and other proposals submitted by shareholders, including updates to reflect the U.S. Securities and Exchange Commission’s adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and evolving standards for such by-laws, (ii) revise the time periods for shareholders to notify the Company of any proposed business or director nomination to be not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting of shareholders (or 10 days from the date of announcement in the event the meeting is moved by more than 25 days from the one-year anniversary of the preceding year’s annual meeting of shareholders), (iii) revise the provisions relating to adjournment and postponement procedures for shareholder meetings to provide the chairman and the Board with the right to postpone or adjourn a shareholder meeting without prior notice or shareholder consent, (iv) modify the default annual shareholder meeting date to the second Thursday in May, (v) expressly permit shareholder meetings to be held by means of remote communication and (vi) incorporate various other administrative, technical, conforming and modernizing changes, including revisions to eliminate redundancy.
The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, as amended and restated, which is filed herewith as Exhibit 3.1 and incorporated by reference herein.
| ITEM 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number: | Title: | |
| 3.1 | Ameren Corporation By-Laws, as amended effective August 9, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Ameren has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMEREN CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Chonda J. Nwamu | |
| Name: | Chonda J. Nwamu | |
| Title: | Executive Vice President, General Counsel and Secretary | |
Date: August 9, 2024
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