0001193125-13-167613.txt : 20130423 0001193125-13-167613.hdr.sgml : 20130423 20130423170326 ACCESSION NUMBER: 0001193125-13-167613 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130422 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130423 DATE AS OF CHANGE: 20130423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ameren Illinois Co CENTRAL INDEX KEY: 0000018654 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 370211380 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03672 FILM NUMBER: 13777096 BUSINESS ADDRESS: STREET 1: 6 EXECUTIVE DRIVE CITY: COLLINSVILLE STATE: IL ZIP: 62234 BUSINESS PHONE: 618-343-8039 MAIL ADDRESS: STREET 1: 6 EXECUTIVE DRIVE CITY: COLLINSVILLE STATE: IL ZIP: 62234 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL ILLINOIS PUBLIC SERVICE CO DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION ELECTRIC CO CENTRAL INDEX KEY: 0000100826 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 430559760 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02967 FILM NUMBER: 13777098 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166 BUSINESS PHONE: 314-621-3222 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEREN CORP CENTRAL INDEX KEY: 0001002910 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 431723446 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14756 FILM NUMBER: 13777095 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166-6149 BUSINESS PHONE: 314-621-3222 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63103 8-K 1 d524395d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2013

 

 

 

Commission

File Number

  

Exact Name of Registrant as Specified

in Charter; State of Incorporation;

Address and Telephone Number

  

IRS Employer

Identification Number

1-14756  

Ameren Corporation

(Missouri Corporation)

1901 Chouteau Avenue

St. Louis, Missouri 63103

(314) 621-3222

   43-1723446
1-2967  

Union Electric Company

(Missouri Corporation)

1901 Chouteau Avenue

St. Louis, Missouri 63103

(314) 621-3222

   43-0559760
1-3672  

Ameren Illinois Company

(Illinois Corporation)

6 Executive Drive

Collinsville, Illinois 62234

(618) 343-8039

   37-0211380

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) On April 22, 2013, Stephen F. Brauer submitted his resignation from the Board of Directors (the “Board”) of Ameren Corporation (“Ameren” or the “Company”), effective immediately, and informed the Company that he did not wish to be considered for election to the Board at the Company’s annual meeting of shareholders held on April 23, 2013. Mr. Brauer’s resignation as a director and decision to withdraw from consideration for election to the Board was due to business commitments and not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of each of Ameren, Union Electric Company d/b/a Ameren Missouri (“Ameren Missouri”) and Ameren Illinois Company d/b/a Ameren Illinois (“Ameren Illinois”) held on April 23, 2013 (each, its respective “Annual Meeting”), the matters listed below were submitted to a vote of its respective shareholders.

Item (1): Election of Directors

Ameren

Ameren shareholders elected the following ten nominees, each of whom was named in Ameren’s definitive proxy statement relating to the Annual Meeting, to serve as directors until Ameren’s next annual meeting of shareholders in 2014 and until their respective successors have been duly elected and qualified. Information as to the vote on each director standing for election is provided below:

 

Name

    Votes
For		      Votes
Withheld		      Abstentions      Broker
Non-Votes		  

Catherine S. Brune

      157,908,419         2,401,892         —           38,560,295   

Ellen M. Fitzsimmons

      157,997,688         2,312,623         —           38,560,295   

Walter J. Galvin

      157,911,078         2,399,233         —           38,560,295   

Gayle P.W. Jackson

      157,891,117         2,419,194         —           38,560,295   

James C. Johnson

      137,568,311         22,742,000         —           38,560,295   

Steven H. Lipstein

      155,020,988         5,289,323         —           38,560,295   

Patrick T. Stokes

      154,807,474         5,502,837         —           38,560,295   

Thomas R. Voss

      152,639,477         7,670,834         —           38,560,295   

Stephen R. Wilson

      155,319,258         4,991,053         —           38,560,295   

Jack D. Woodard

      155,000,831         5,309,480         —           38,560,295   

 

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Ameren Missouri

At Ameren Missouri’s annual meeting of shareholders held on April 23, 2013, the following individuals (comprising Ameren Missouri’s full Board of Directors) were elected to serve until the next annual meeting of shareholders in 2014 and until their respective successors have been duly elected and qualified: Warner L. Baxter, Daniel F. Cole, Adam C. Heflin, Martin J. Lyons, Jr., Michael L. Moehn, Charles D. Naslund and Gregory L. Nelson. Each individual received 102,123,834 votes for election and no withheld votes, abstentions or broker non-votes.

Ameren Illinois

At Ameren Illinois’ annual meeting of shareholders held on April 23, 2013, the following individuals (comprising Ameren Illinois’ full Board of Directors) were elected to serve until the next annual meeting of shareholders in 2014 and until their respective successors have been duly elected and qualified: Daniel F. Cole, Martin J. Lyons, Jr., Richard J. Mark and Gregory L. Nelson. Each individual received 25,452,373 votes for election and no withheld votes, abstentions or broker non-votes.

Item (2): Advisory Approval of Executive Compensation

Ameren shareholders approved, on an advisory basis, the compensation of certain executives as disclosed in the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures in the definitive proxy statement relating to the Annual Meeting, as set forth below:

 

Votes For

  

Votes Against

  

Abstentions

   

Broker Non-Votes

139,118,205   17,791,401   3,400,705    38,560,295

Item (3): Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2013

Ameren shareholders ratified the appointment of PricewaterhouseCoopers LLP as Ameren’s independent registered public accounting firm for the fiscal year ending December 31, 2013, as set forth below:

 

Votes For

  

Votes Against

  

Abstentions

   

Broker Non-Votes

194,118,904   3,629,773   1,121,929    —  

Item (4): Shareholder Proposal Relating to Report on Reducing Risk in Energy Portfolio Through Increased Energy Efficiency and Renewable Energy Resources

Ameren shareholders did not approve a shareholder proposal requesting a report, to be reviewed by a Board committee comprised of independent Ameren directors, on actions the

 

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Company is taking or could take to reduce risk throughout its energy portfolio by diversifying the Company’s energy resources to include increased energy efficiency and renewable energy resources, as described in the definitive proxy statement relating to the Annual Meeting, as set forth below:

 

Votes For

  

Votes Against

  

Abstentions

   

Broker Non-Votes

14,646,481   117,957,546   27,706,284    38,560,295

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

 

AMEREN CORPORATION
(Registrant)

/s/ Gregory L. Nelson

Gregory L. Nelson

Senior Vice President, General Counsel and Secretary

UNION ELECTRIC COMPANY
(Registrant)

/s/ Gregory L. Nelson

Gregory L. Nelson

Senior Vice President, General Counsel and Secretary

AMEREN ILLINOIS COMPANY
(Registrant)

/s/ Gregory L. Nelson

Gregory L. Nelson

Senior Vice President, General Counsel and Secretary

Date: April 23, 2013

 

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