8-KThe WireRoutine
Shareholder Vote
Filed Apr 21, 2011 · 15y ago · Accession 0001193125-11-105313
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 21, 2011
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)
300 Liberty Street
Peoria, Illinois 61602
(309)
677-5271
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 5.07
Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of each of Ameren Corporation (Ameren or the Company), Union Electric Company d/b/a Ameren Missouri (Ameren Missouri) and Ameren
Illinois Company d/b/a Ameren Illinois (Ameren Illinois) held on April 21, 2011 (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 ten nominees named in the definitive proxy statement relating to the Annual Meeting to
serve as directors until Amerens next annual meeting of shareholders in 2012 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
Stephen F. Brauer
158,415,674
2,632,091
37,879,875
Ellen M. Fitzsimmons
158,475,695
2,572,070
37,879,875
Walter J. Galvin
151,460,089
9,587,676
37,879,875
Gayle P. W. Jackson
158,430,924
2,616,841
37,879,875
James C. Johnson
155,886,996
5,160,769
37,879,875
Steven H. Lipstein
155,842,454
5,205,311
37,879,875
Patrick T. Stokes
155,701,986
5,345,779
37,879,875
Thomas R. Voss
155,844,160
5,203,605
37,879,875
Stephen R. Wilson
158,428,587
2,619,178
37,879,875
Jack D. Woodard
155,919,423
5,128,342
37,879,875
Ameren Missouri
At Ameren Missouris annual meeting of shareholders held on April 21, 2011, the following individuals (comprising Ameren
Missouris full Board of Directors) were elected to serve until the next annual meeting of shareholders in 2012: Warner L. Baxter, Daniel F. Cole, Adam C. Heflin, Martin J. Lyons, Jr., Richard J. Mark, 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 21, 2011, the following individuals (comprising Ameren Illinois full Board of Directors) were elected to serve until the
next annual meeting of shareholders in 2012: Scott A. Cisel, Daniel F. Cole, Martin J. Lyons, Jr. and Gregory L. Nelson. Each individual received 26,068,696 votes for election and no withheld votes, abstentions or broker non-votes.
Item (2): Amendment to Restated Articles of Incorporation Regarding Liability of Directors
Ameren shareholders approved amending Amerens Restated Articles of Incorporation to limit, in certain circumstances, the personal
liability of Ameren directors, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
161,071,325
35,910,379
1,945,936
Item (3): Re-Approval
of the Material Terms of the Performance Goals under Amerens 2006 Omnibus Incentive Compensation Plan
Ameren
shareholders re-approved the material terms of the performance goals under Amerens 2006 Omnibus Incentive Compensation Plan, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
144,340,330
15,002,023
1,705,412
37,879,875
Item (4): 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
147,480,743
11,436,407
2,130,615
37,879,875
Item (5): Advisory Approval on Frequency of Executive Compensation Shareholder Advisory Vote
Ameren shareholders approved, on an advisory basis, the holding of a shareholder advisory vote on executive compensation every year, as
set forth below:
Every Year
Every Two
Years
Every Three
Years
Abstentions
Broker
Non-Votes
135,167,078
2,508,072
21,291,780
2,080,835
37,879,875
Based on these
voting results, and consistent with the recommendation of Amerens Board of Directors, the Board has determined that Ameren will hold a shareholder advisory vote on the compensation of the Companys named executive officers, as set forth
in the Companys proxy statement, every year until the Board decides to hold the next shareholder advisory vote on the frequency of such executive compensation advisory votes.
Item (6): Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2011
Ameren shareholders ratified the appointment of PricewaterhouseCoopers LLP as Amerens independent registered public accounting firm
for the fiscal year ending December 31, 2011, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
194,050,196
3,701,289
1,176,155
Item (7): Shareholder
Proposal Relating to Report on Coal Combustion Waste
Ameren shareholders did not approve a shareholder proposal requesting
that Amerens Board of Directors prepare a report on coal combustion waste as described in the definitive proxy statement relating to the Annual Meeting, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
74,950,082
67,241,677
18,856,006
37,879,875
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit Number:
Title:
3(i)
Certificate of Amendment to the Restated Articles of Incorporation filed with the Secretary of State of the State of Missouri on April 21, 2011.
S IGNATURES
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.
A MEREN C ORPORATION
(Registrant)
/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Senior Vice President and Chief Financial Officer
U NION E LECTRIC C OMPANY
(Registrant)
/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Senior Vice President and Chief Financial Officer
A MEREN I LLINOIS C OMPANY
(Registrant)
/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Senior Vice President and Chief Financial Officer
Date: April 21, 2011
E XHIBIT I NDEX
Exhibit Number:
Title:
3(i)
Certificate of Amendment to the Restated Articles of Incorporation filed with the Secretary of State of the State of Missouri on April 21, 2011.
Filing details
- Company
- Ameren Illinois Co
- Ticker
- AILIP
- CIK
- 18654
- Form type
- 8-K
- Filing date
- Apr 21, 2011
- Report date
- Apr 21, 2011
- Document
- d8k.htm
- Size
- 82 KB