8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed Apr 23, 2013 · 13y ago · Accession 0001193125-13-167613
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 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 Companys annual meeting of shareholders held on April 23, 2013. Mr. Brauers
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 Companys 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 Amerens definitive proxy statement relating to the
Annual Meeting, to serve as directors until Amerens 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 Missouris annual meeting of shareholders held on April 23, 2013, the following individuals (comprising Ameren Missouris 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 Amerens 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
-3-
Company is taking or could take to reduce risk throughout its energy portfolio by diversifying the Companys 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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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/ Gregory L. Nelson
Gregory L. Nelson
Senior Vice President, General Counsel and Secretary
U NION E LECTRIC C OMPANY
(Registrant)
/s/ Gregory L. Nelson
Gregory L. Nelson
Senior Vice President, General Counsel and Secretary
A MEREN I LLINOIS C OMPANY
(Registrant)
/s/ Gregory L. Nelson
Gregory L. Nelson
Senior Vice President, General Counsel and Secretary
Date: April 23, 2013
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Filing details
- Company
- Ameren Illinois Co
- Ticker
- AILIP
- CIK
- 18654
- Form type
- 8-K
- Filing date
- Apr 23, 2013
- Report date
- Apr 22, 2013
- Document
- d524395d8k.htm
- Size
- 47 KB