ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On October 11, 2021, the Board of Directors (the "Board") of Ameren Corporation (the "Company") announced the election of Martin J. Lyons, Jr., Chairman and President of Union Electric Company, doing business as Ameren Missouri ("Ameren Missouri"), as President and Chief Executive Officer of the Company and as a member of the Board of Directors, effective January 1, 2022. Also effective January 1, 2022, Warner L. Baxter, the Company's Chairman, President and Chief Executive Officer, was elected Executive Chairman of the Company and will remain a full-time employee and member of the Board of Directors. Mr. Lyons will report to the Executive Chairman.

Mr. Lyons, 55, has served as the Chairman and President of Ameren Missouri since 2019. He has previously served in various senior leadership positions at the Company and its subsidiaries since 2001, including as Executive Vice President and Chief Financial Officer, Chairman and President of Ameren Services Company, Senior Vice President and Chief Accounting Officer, and Vice President and Controller.

Effective as of January 1, 2022, Mr. Lyons' base salary will be increased from $755,000 to $1,100,000. Also effective as of January 1, 2022, his target cash award under the Company's 2022 short-term incentive plan ("STIP") will be increased from 75% to 110% of his base salary, and his target award under the Company's 2022 long-term incentive program ("LTIP") will be increased from 300% to 375% of his base salary. Mr. Lyons will continue to participate in the Ameren Corporation Severance Plan for Ameren Officers and the Second Amended and Restated Change of Control Severance Plan.

Effective as of January 1, 2022, Mr. Baxter's base salary will be decreased from $1,300,000 to $1,000,000. Also effective as of January 1, 2022, his target cash award under the Company's 2022 STIP will be decreased from 120% to 100% of his base salary, and his target award under the Company's 2022 LTIP will be decreased from 400% to 300% of his base salary. Mr. Baxter will continue to participate in the Ameren Corporation Severance Plan for Ameren Officers and the Second Amended and Restated Change of Control Severance Plan.

Neither Mr. Lyons' nor Mr. Baxter's election was pursuant to any agreement or understanding between him and any other person. There is no family relationship between Mr. Lyons or Mr. Baxter and any director or executive officer of the Company, and there are no transactions between Mr. Lyons or Mr. Baxter and the Company that are required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release, dated October 11, 2021, announcing Mr. Lyons' and Mr. Baxter's elections is furnished as Exhibit 99.1. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of Ameren under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On October 8, 2021, in connection with the matters described in Item 5.02 of this Current Report on Form 8-K, the Board approved amendments to Ameren's By-Laws regarding the roles of Chairman of the Board and Chief Executive Officer, along with various conforming changes. The foregoing description is qualified in its entirety by reference to the full text of the By-Laws, as amended and restated, which is filed herewith as Exhibit 3.1 and incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits.






(d) Exhibits




Exhibit Number        Title

3.1                     By-Laws of Ameren Corporation, effective as of October 8,
                      2021.

99.1                    Press release, issued October 11, 2021.

104                   Cover Page Interactive Data File (formatted as Inline XBRL).








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