Business Context and Reporting Period
This Form 8-K Current Report covers the results of the Annual Meeting of Shareholders held on May 2, 2019, for Ameren Corporation ("Ameren"), Union Electric Company ("Ameren Missouri"), and Ameren Illinois Company ("Ameren Illinois"). The filing details the election of directors and the ratification of executive compensation and auditors.
Key Financial Metrics
This filing is a corporate governance report and does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. No financial statements or operational results are included in this document.
Material Changes and Voting Results
Ameren Corporation
- Election of Directors: All 12 nominees were elected. Vote counts ranged from approximately 168.6 million to 174.3 million "For" votes. Broker non-votes totaled 31,590,154 for all candidates.
- Executive Compensation: The non-binding advisory approval of executive compensation was Approved with 165,282,051 votes For and 9,071,120 votes Against.
- Auditor Ratification: The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019, was Approved with 197,483,794 votes For and 8,865,830 votes Against.
Ameren Missouri (Union Electric Company)
- Election of Directors: All 6 nominees (Mark C. Birk, Fadi M. Diya, Martin J. Lyons, Jr., Michael L. Moehn, Gregory L. Nelson, and David N. Wakeman) were elected unanimously with 102,123,834 votes For each. There were no withheld votes, abstentions, or broker non-votes.
Ameren Illinois Company
- Election of Directors: All 5 nominees (Martin J. Lyons, Jr., Richard J. Mark, Gregory L. Nelson, Theresa A. Shaw, and David N. Wakeman) were elected unanimously with 25,452,373 votes For each. There were no withheld votes, abstentions, or broker non-votes.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, risk factors, contingencies, or unusual items. The document is strictly limited to reporting the outcomes of shareholder votes.
Investor Verification Checklist
- Verify the composition of the newly elected Board of Directors for Ameren Corporation, Ameren Missouri, and Ameren Illinois.
- Confirm the ratification of PricewaterhouseCoopers LLP as the independent auditor for the 2019 fiscal year.
- Note the level of shareholder dissent on the executive compensation vote (approximately 5.2% voted against).
- Review subsequent filings (e.g., 10-Q or 10-K) for financial performance data, as this 8-K contains no financial metrics.