8-KThe WireRoutine
Shareholder Vote
Filed Apr 25, 2012 · 14y ago · Accession 0001193125-12-181611
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 24, 2012
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 24, 2012 (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 eleven nominees named in the definitive proxy statement relating to the Annual Meeting to
serve as directors until Amerens next annual meeting of shareholders in 2013 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
155,939,393
5,691,752
37,211,702
Catherine S. Brune
157,918,673
3,712,472
37,211,702
Ellen M. Fitzsimmons
156,005,228
5,625,917
37,211,702
Walter J. Galvin
157,864,615
3,766,530
37,211,702
Gayle P.W. Jackson
159,095,170
2,535,975
37,211,702
James C. Johnson
156,701,458
4,929,687
37,211,702
Steven H. Lipstein
156,464,185
5,166,960
37,211,702
Patrick T. Stokes
156,543,426
5,087,719
37,211,702
Thomas R. Voss
156,452,213
5,178,932
37,211,702
Stephen R. Wilson
157,067,215
4,563,930
37,211,702
Jack D. Woodard
156,704,775
4,926,370
37,211,702
Ameren Missouri
At Ameren Missouris annual meeting of shareholders held on April 24, 2012, the following individuals (comprising Ameren Missouris full Board of Directors) were elected to serve until the
next annual meeting of shareholders in 2013 and until their respective successors have been duly elected and qualified: 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.
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Ameren Illinois
At Ameren Illinois annual meeting of shareholders held on April 24, 2012, the following individuals (comprising Ameren Illinois full Board of Directors) were elected to serve until the
next annual meeting of shareholders in 2013 and until their respective successors have been duly elected and qualified: Scott A. Cisel, Daniel F. Cole, Martin J. Lyons, Jr., Michael L. Moehn 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
149,852,598
9,298,728
2,479,819
37,211,702
Item (3): Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending
December 31, 2012
Ameren shareholders ratified the appointment of PricewaterhouseCoopers LLP as Amerens independent
registered public accounting firm for the fiscal year ending December 31, 2012, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
194,007,235
3,757,666
1,077,946
Item (4): 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
14,910,643
122,649,466
24,071,036
37,211,702
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Item (5): Shareholder Proposal Relating to Report on Coal-Related Costs and Risks
Ameren shareholders did not approve a shareholder proposal requesting that Amerens Board of Directors prepare a report on
coal-related costs and risks as described in the definitive proxy statement relating to the Annual Meeting, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
14,486,550
123,129,056
24,015,539
37,211,702
Item (6): Shareholder Proposal Relating to Assessment and Report on Greenhouse Gas and Other Air Emissions Reductions
Through Customer Energy Efficiency and Renewable Energy Programs
Ameren shareholders did not approve a shareholder proposal
requesting that a committee of independent directors of Amerens Board of Directors assess and prepare a report on actions the Company is taking or could take to build shareholder value and reduce greenhouse gas and other air emissions through
customer energy efficiency and renewable energy programs as described in the definitive proxy statement relating to the Annual Meeting, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
14,282,967
122,810,471
24,537,707
37,211,702
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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 25, 2012
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Filing details
- Company
- Ameren Illinois Co
- Ticker
- AILIP
- CIK
- 18654
- Form type
- 8-K
- Filing date
- Apr 25, 2012
- Report date
- Apr 24, 2012
- Document
- d340046d8k.htm
- Size
- 54 KB