AMEREN CORPORATION ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of shareholders ofAmeren Corporation ("Ameren"), held onMay 12, 2022 (the "Annual Meeting"),Ameren's shareholders approved theAmeren Corporation 2022 Omnibus Incentive Compensation Plan (the "2022 Plan"). The 2022 Plan was previously approved byAmeren's Board of Directors ("Board") onFebruary 11, 2022 , subject to shareholder approval. The 2022 Plan has been established to replace, on a prospective basis, theAmeren Corporation 2014 Omnibus Incentive Compensation Plan (the "2014 Plan"), which was previously approved by shareholders and expires onApril 24, 2024 . The 2022 Plan permits the grant of restricted stock, restricted stock units, stock options (incentive stock options and nonqualified stock options), stock appreciation rights, performance awards, cash-based awards and other stock-based awards. The 2022 Plan will be administered by theHuman Resources Committee of the Board, or a subcommittee thereof, or any other committee designated by the Board to administer the 2022 Plan. A total of 8,842,321 shares of common stock is available for grants under the 2022 Plan, representing 1,342,321 shares transferred from the 2014 Plan, plus 7,500,000 new shares. The number of shares available for grant is subject to adjustment under certain circumstances described in the 2022 Plan.
The Board may terminate or amend the 2022 Plan at any time; provided, however,
that amendment of the 2022 Plan will be subject to stockholder approval in
certain circumstances. The 2022 Plan will expire and no grants will be made
thereunder on or after
This description of the 2022 Plan is a summary only and is qualified by reference to the 2022 Plan, which is filed as Exhibit 10.1 hereto. A more complete description of the terms of the 2022 Plan can be found in "Item 3 - Approval of theAmeren Corporation 2022 Omnibus Incentive Compensation Plan" on pages 82 to 86 of the Company's definitive proxy statement filed with theSecurities and Exchange Commission onMarch 29, 2022 , which description is incorporated by reference herein.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of each ofAmeren ,Union Electric Company , doing business as Ameren Missouri ("Ameren Missouri"), andAmeren Illinois Company , doing business asAmeren Illinois ("Ameren Illinois"), held onMay 12, 2022 , the matters listed below were submitted to a vote of each company's respective shareholders.Ameren
Item (1): Election of Directors
The following individuals (comprisingAmeren's full Board of Directors) were elected: Name Votes For Votes Against Abstentions Broker Non-Votes Warner L. Baxter 188,065,856 3,405,770 523,402 24,016,221
Cynthia J. Brinkley 189,536,379 1,885,927 572,722 24,016,221 Catherine S. Brune 184,062,244 7,354,136 578,648 24,016,221 J. Edward Coleman 188,588,244 2,799,843
606,941 24,016,221 Ward H. Dickson 188,962,218 2,439,823 592,987 24,016,221 Noelle K. Eder 186,516,207 4,909,193 569,628 24,016,221
Ellen M. Fitzsimmons 188,738,109 2,673,891 583,028 24,016,221 Rafael Flores 186,740,257 4,650,949 603,822 24,016,221 Richard J. Harshman 189,530,559 1,859,244
605,225 24,016,221 Craig S. Ivey 189,475,733 1,923,492 595,803 24,016,221 James C. Johnson 180,669,135 10,727,132 598,761 24,016,221
Steven H. Lipstein 185,453,928 5,935,866 605,234 24,016,221 Martin J. Lyons, Jr. 189,718,841 1,719,553 556,634 24,016,221 Leo S. Mackay, Jr. 188,745,959 2,647,849
601,220 24,016,221
Item (2): Advisory Approval of Executive Compensation
Vote Result Votes For Votes Against Abstentions Broker Non-Votes Approved 181,854,347 9,092,858 1,047,823 24,016,221 Item (3): Approval of theAmeren Corporation 2022 Omnibus Incentive Compensation Plan Vote Result Votes For Votes Against Abstentions Broker Non-Votes Approved 185,274,388 5,652,229 1,068,411 24,016,221 Item (4): Ratification of the Appointment ofPricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year EndingDecember 31, 2022 Vote Result Votes For Votes Against Abstentions Broker Non-Votes Approved 206,390,936 8,810,956 809,357 - Ameren Missouri
Item (1): Election of Directors
At Ameren Missouri's annual meeting, the following individuals (comprising
Ameren Missouri's full Board of Directors) were elected:
Ameren Illinois
Item (1): Election of Directors
AtAmeren Illinois' annual meeting, the following individuals (comprisingAmeren Illinois' full Board of Directors) were elected:Richard J. Mark ,Michael L. Moehn ,Chonda J. Nwamu ,Patrick E. Smith andDavid N. Wakeman . Each individual received 25,452,373 votes for election and no withheld votes, abstentions or broker non-votes.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Title
10.1 2022 Omnibus Incentive Compensation Plan
104 Cover Page Interactive Data File (formatted as Inline XBRL)
___________________________
This combined Form 8-K is being filed separately by Ameren Corporation , Union
Electric Company and Ameren Illinois Company (each a "registrant"). Information
contained herein relating to any individual registrant has been filed by such
registrant on its own behalf. No registrant makes any representation as to
information relating to any other registrant.
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