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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