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AEE > SEC Filings for AEE > Form 8-K on 23-Apr-2013All Recent SEC Filings

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Form 8-K for AMEREN CORP


23-Apr-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securit


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:

                              Votes            Votes                              Broker
   Name                        For            Withheld        Abstentions       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

-3-


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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