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 24, 2014
| 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 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of each of Ameren Corporation (“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 24, 2014 (each, its respective “Annual Meeting”), the matters listed below were submitted to a vote of each company’s respective shareholders.
Ameren
Item (1): Election of Directors
At Ameren’s Annual Meeting, the following individuals (comprising Ameren’s full Board of Directors) were elected:
| Name |
Votes For | Votes Withheld |
Abstentions | Broker Non-Votes |
||||||||||
| Warner L. Baxter |
161,607,685 | 3,280,622 | — | 34,279,052 | ||||||||||
| Catherine S. Brune |
162,788,440 | 2,099,867 | — | 34,279,052 | ||||||||||
| Ellen M. Fitzsimmons |
162,843,836 | 2,044,471 | — | 34,279,052 | ||||||||||
| Walter J. Galvin |
162,790,277 | 2,098,030 | — | 34,279,052 | ||||||||||
| Richard J. Harshman |
162,812,017 | 2,076,290 | — | 34,279,052 | ||||||||||
| Gayle P. W. Jackson |
162,554,662 | 2,333,645 | — | 34,279,052 | ||||||||||
| James C. Johnson |
161,632,211 | 3,256,096 | — | 34,279,052 | ||||||||||
| Steven H. Lipstein |
162,260,317 | 2,627,990 | — | 34,279,052 | ||||||||||
| Patrick T. Stokes |
161,824,950 | 3,063,357 | — | 34,279,052 | ||||||||||
| Thomas R. Voss |
161,886,732 | 3,001,575 | — | 34,279,052 | ||||||||||
| Stephen R. Wilson |
162,817,804 | 2,070,503 | — | 34,279,052 | ||||||||||
| Jack D. Woodard |
162,136,850 | 2,751,457 | — | 34,279,052 | ||||||||||
Item (2): Non-Binding Advisory Approval of Executive Compensation
| Vote Result |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Approved |
154,807,961 | 7,158,176 | 2,922,170 | 34,279,052 |
Item (3): Approval of the 2014 Omnibus Incentive Compensation Plan
| Vote Result |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Approved |
150,245,017 | 12,484,930 | 2,158,360 | 34,279,052 |
Item (4): Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2014
| Vote Result |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Approved |
195,274,798 | 2,463,774 | 1,428,787 | — |
Item (5): Shareholder Proposal Regarding Having an Independent Board Chairman
| Vote Result |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Not approved |
42,696,653 | 119,941,156 | 2,250,498 | 34,279,052 |
Item (6): Shareholder Proposal Regarding a Report on Lobbying
| Vote Result |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Not approved |
49,362,573 | 84,974,123 | 30,551,611 | 34,279,052 |
Item (7): Shareholder Proposal Regarding a Report on Greenhouse Gas Emissions
This shareholder proposal, which was included in Ameren’s proxy materials, was withdrawn and was not voted upon at the Annual Meeting.
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: Daniel F. Cole, 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
Item (1): Election of Directors
At Ameren Illinois’ Annual Meeting, the following individuals (comprising Ameren Illinois’ full Board of Directors) were elected: 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.
SIGNATURES
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.
| AMEREN CORPORATION |
| (Registrant) |
| /s/ Gregory L. Nelson |
| Gregory L. Nelson |
| Senior Vice President, General Counsel and Secretary |
| UNION ELECTRIC COMPANY |
| (Registrant) |
| /s/ Gregory L. Nelson |
| Gregory L. Nelson |
| Senior Vice President, General Counsel and Secretary |
| AMEREN ILLINOIS COMPANY |
| (Registrant) |
| /s/ Gregory L. Nelson |
| Gregory L. Nelson |
| Senior Vice President, General Counsel and Secretary |
Date: April 25, 2014