UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities
Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
¨
Preliminary Information Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
þ
Definitive Information Statement
Union Electric Company
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate
box):
þ
No fee required
¨
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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U
NION
E
LECTRIC
C
OMPANY
N
OTICE
OF
A
NNUAL
M
EETING
OF
S
HAREHOLDERS
To the Shareholders of
U
NION
E
LECTRIC
C
OMPANY
The Annual Meeting of Shareholders of Union Electric Company will be held at Powell Symphony Hall, 718 North Grand Boulevard, St. Louis,
Missouri, on Tuesday, April 23, 2013, at 9:00 A.M., for the purposes of:
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(1)
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electing seven directors of the Company for terms ending at the annual meeting of shareholders to be held in 2014; and
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(2)
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acting on other proper business presented to the meeting.
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The Board of Directors of the Company presently knows of no other business to come before the meeting.
If you owned shares of the Companys capital stock at the close of business on February 25, 2013, you are entitled to vote at the meeting and at any adjournment thereof. Persons will be admitted
to the meeting upon verification of their shareholdings in the Company. If your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial
owner of the shares on February 25, 2013, the record date for voting. Please note that cameras and other recording devices will not be allowed in the meeting.
THERE WILL BE NO SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS OF THE COMPANY.
By
order of the Board of Directors.
/s/ Gregory L. Nelson
GREGORY L. NELSON
Secretary
St. Louis, Missouri
March 7, 2013
T
ABLE
OF
C
ONTENTS
i
I
NFORMATION
S
TATEMENT
OF
U
NION
E
LECTRIC
C
OMPANY
(First sent or given to shareholders on or about March 11, 2013)
Principal Executive Offices:
One Ameren
Plaza
1901 Chouteau Avenue
St.
Louis, MO 63103
FORWARD-LOOKING INFORMATION
Statements in this information statement not based on historical facts are considered forward-looking and, accordingly,
involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the
expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions, and financial performance. These statements are intended to constitute
forward-looking statements in connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We are providing this cautionary statement to disclose that there are important factors that
could cause actual results to differ materially from those anticipated. Reference is made to our Annual Report on Form 10-K for the year ended December 31, 2012 (the 2012 Form 10-K) filed with the Securities and Exchange
Commission (the SEC) for a list of such factors.
INFORMATION ABOUT THE ANNUAL
SHAREHOLDERS MEETING
This information statement is furnished in connection with the Annual Meeting of Shareholders of
Union Electric Company, doing business as Ameren Missouri (the Company, Ameren Missouri, we, us and our), to be held on Tuesday, April 23, 2013 (the Annual Meeting), and at
any adjournment thereof. The Annual Meeting will be held at Powell Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri at 9:00 A.M. Central Time.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The Company; Ameren Illinois Company, doing business as Ameren Illinois (Ameren Illinois); and Ameren Services Company (Ameren Services) are principal direct or indirect
subsidiaries of Ameren Corporation (Ameren), a holding company.
Ameren has common equity securities listed on the
New York Stock Exchange (NYSE) and holds either directly or indirectly more than 50 percent of the voting power of Ameren Missouri, Ameren Illinois and Ameren Services. Ameren Missouri has no securities listed on the NYSE and
is therefore, exempt from all of the corporate governance rules of the NYSE (Section 303A of the NYSEs Listed Company Manual). Ameren Missouri, however, voluntarily complies with certain of the NYSEs listing standards relating to
corporate governance, where such compliance is deemed to be in the best interest of Ameren Missouris shareholders.
Our
2012 Form 10-K is being sent, along with the Notice of Annual Meeting and this information statement, to all shareholders of record at the close of business on February 25,
1
2013, which is the record date for the determination of shareholders entitled to vote at the meeting. Note that the 2012 Form 10-K is a combined report for Ameren, Ameren Missouri and Ameren
Illinois, which comprise all Ameren companies reporting under the Securities Exchange Act of 1934, as amended (the Exchange Act).
As information, Ameren Missouris Annual Meeting will be held in conjunction with the Ameren and Ameren Illinois annual meetings.
VOTING
Only shareholders of record of our common stock, $5 par value (Common Stock) and our preferred stock (Preferred Stock) at the close of business on the record date,
February 25, 2013, are entitled to vote at the Annual Meeting. Our two classes of outstanding voting securities on such date consisted of 102,123,834 shares of Common Stock, all of which were owned by Ameren, and 807,595 shares of
Preferred Stock of various series. As provided in our By-Laws, in order to conduct the meeting, holders of more than one-half of the outstanding shares entitled to vote must be present in person or represented by proxy so that there is a quorum. Our
Common Stock and Preferred Stock vote together as a single class on the election of directors. Each shareholder is entitled to one vote for each share of our stock held (whether Common Stock or Preferred Stock), on each matter submitted to a vote at
the Annual Meeting, except that in the election of directors, each shareholder is entitled to vote cumulatively and therefore, may give one nominee votes equal to the number of directors to be elected, multiplied by the number of shares held by that
shareholder, or those votes may be distributed among any two or more nominees.
In determining whether a quorum is present at
the Annual Meeting, shares represented by a proxy which directs that the shares abstain from voting or that a vote be withheld on a matter, shall be deemed to be represented at the meeting for quorum purposes. Shares as to which voting instructions
are given as to at least one of the matters to be voted on shall also be deemed to be so represented. If the proxy states how shares will be voted in the absence of instructions by the shareholder, such shares shall be deemed to be represented at
the meeting.
In all matters, other than the election of directors, every decision of a majority of the shares entitled to
vote on the subject matter and represented in person or by proxy at the meeting at which a quorum is present shall be valid as an act of the shareholders. In tabulating the number of votes on such matters (i) shares represented by a proxy which
directs that the shares abstain from voting or that a vote be withheld on a matter shall be deemed to be represented at the meeting as to such matter, (ii) except as provided in (iii) below, shares represented by a proxy as to which voting
instructions are not given as to one or more matters to be voted on shall not be deemed to be represented at the meeting for the purpose of the vote as to such matter or matters, and (iii) a proxy which states how shares will be voted in the
absence of instructions by the shareholder as to any matter shall be deemed to give voting instructions as to such matter. In the election of directors, the seven nominees who receive the most votes will be elected. Shareholder votes are certified
by independent inspectors of election.
We have been informed that Ameren intends to cast the votes of all of the outstanding
shares of our Common Stock for the election of the nominees for directors named in Item (1). Accordingly, this matter is expected to be approved. Therefore, the Board of Directors
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considered it unnecessary to solicit proxies for the Annual Meeting. However, if you wish to vote your shares of Preferred Stock, you may do so by attending the Annual Meeting in person and
casting your vote by a ballot which will be provided for that purpose.
OTHER ANNUAL MEETING
MATTERS
I
MPORTANT
N
OTICE
R
EGARDING
THE
A
VAILABILITY
OF
I
NFORMATION
S
TATEMENT
AND
2012 F
ORM
10-K
FOR
THE
A
NNUAL
M
EETING
TO
B
E
H
ELD
ON
A
PRIL
23, 2013
This information
statement and our 2012 Form 10-K, including our financial statements, are also available to you at http://www.ameren.com/AmerenMissouriInfoStatement.
H
OW
Y
OU
C
AN
R
EVIEW
THE
L
IST
OF
S
HAREHOLDERS
The names of shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and, for 10 days
prior to the Annual Meeting, at the Office of the Secretary of the Company.
W
EBCAST
OF
THE
A
NNUAL
M
EETING
The Annual Meeting will also be webcast on
April 23, 2013. You are invited to visit http://www.ameren.com at 9:00 A.M. CT on April 23, 2013, to hear the webcast of the Annual Meeting. On the home page, you will click on Live Webcast Annual Meeting April 23, 2013,
9:00 A.M. CT, then the appropriate audio link. The webcast will remain on Amerens website for one year. You cannot record your vote on this webcast.
H
OW
Y
OU
C
AN
C
ONTACT
U
S
A
BOUT
A
NNUAL
M
EETING
M
ATTERS
You may reach us:
- by mail addressed to
Office of the Secretary
Union Electric Company
P.O. Box 66149, Mail Code 1370
St. Louis, MO 63166-6149
- by calling toll free 1-800-255-2237 (or in the St. Louis area 314-554-3502).
ITEMS YOU MAY VOTE ON
I
TEM
(1): E
LECTION
OF
D
IRECTORS
Seven directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. In the event that
any nominee for election as director should become unavailable to serve, votes will be cast for such substitute nominee or nominees as may be nominated by the Nominating and Corporate Governance Committee of Amerens Board of Directors and
approved by the Board of Directors. The Nominating and Corporate Governance Committee, as described below, performs its committee functions for our Board. The Board of Directors knows of no reason why any nominee will not be able to serve as
director. The seven nominees for director who receive the most votes will be elected.
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Our Board of Directors is currently comprised of seven directors (Warner L. Baxter,
Daniel F. Cole, Adam C. Heflin, Martin J. Lyons, Jr., Michael L. Moehn, Charles D. Naslund and Gregory L. Nelson), each of whom is an executive officer of the Company or its affiliates. As discussed below, the Audit and Risk
Committee, as well as the Nominating and Corporate Governance Committee, Human Resources Committee, Nuclear Oversight and Environmental Committee and Finance Committee of Amerens Board of Directors, perform committee functions for our Board.
On June 13, 2012, Richard J. Mark was promoted to Chairman, President and Chief Executive Officer of Ameren Illinois
and, in connection with such promotion, relinquished his position as Senior Vice President of Customer Operations and resigned from the Board of Directors of the Company. The Companys Board of Directors elected Michael L. Moehn to the Board of
Directors and to the position of Senior Vice President of Customer Operations of the Company, both effective 2012. In connection with this election, Mr. Moehn relinquished his position as Senior Vice President of Customer Operations of Ameren
Illinois and resigned from Ameren Illinois Board of Directors. Mr. Moehn has been nominated for election as a director of the Company at the Annual Meeting.
I
NFORMATION
C
ONCERNING
N
OMINEES
TO
THE
B
OARD
OF
D
IRECTORS
The nominees for our Board of Directors are listed below, along with their age as of December 31, 2012, tenure as
director, other directorships held by such nominee during the last five years and business background for at least the last five years. Each nominees biography below also includes a description of the specific experience, qualifications,
attributes or skills of each director or nominee that led Amerens Board to conclude that such person should serve as a director of the Company at the time that this information statement is filed with the SEC. The fact that we do not list a
particular experience, qualification, attribute or skill for a director nominee does not mean that nominee does not possess that particular experience, qualification, attribute or skill. In addition to those specific experiences, qualifications,
attributes or skills detailed below, each director or nominee has demonstrated the highest professional and personal ethics, a broad experience in business, government, education or technology, the ability to provide insights and practical wisdom
based on their experience and expertise, a commitment to enhancing shareholder value, compliance with legal and regulatory requirements, and the ability to develop a good working relationship with other Board members and contribute to the
Boards working relationship with senior management of the Company. In assessing the composition of the Board of Directors, Amerens Nominating and Corporate Governance Committee recommends Board nominees so that collectively, the Board is
balanced by having the necessary experience, qualifications, attributes and skills and that no nominee is recommended because of one particular criterion. See C
ORPORATE
G
OVERNANCE
Consideration of
Director Nominees below for additional information regarding director nominees and the nominating process.
Each nominee
has consented to being nominated for director and has agreed to serve if elected. No arrangement or understanding exists between any nominee and the Company or, to the Companys knowledge, any other person or persons pursuant to which any
nominee was or is to be selected as a director or nominee. All of the nominees are currently directors of the Company and have been previously elected by shareholders at our annual meeting of shareholders held on April 24, 2012 (the 2012
Annual Meeting), except for Mr. Moehn. As noted above, Mr. Moehn is currently a director and executive officer of the Company and was initially recommended to the Board of Directors by the then-current directors, all of whom are
executive officers of the Company. There are no family relationships between any
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director, executive officer, or person nominated or chosen by us to become a director or executive officer. All of the nominees for election to the Board were unanimously recommended by the
Nominating and Corporate Governance Committee of Amerens Board of Directors and were unanimously nominated by our Board of Directors. We have been informed that Ameren intends to cast the votes of all of the outstanding shares of our Common
Stock for the election of the nominees named below.
W
ARNER
L. B
AXTER
Chairman, President and Chief Executive Officer of the Company.
Mr. Baxter joined the Company in 1995. Mr. Baxter was
elected Senior Vice President of the Company, Ameren, Central Illinois Public Service Company (a former Ameren subsidiary that merged with other former Ameren subsidiaries, Central Illinois Light Company (CILCO) and Illinois Power
Company (IP), and then changed its name to Ameren Illinois) (CIPS) and Ameren Services in 2001 and at CILCORP Inc. (a former Ameren subsidiary that merged into Ameren in 2010) (CILCORP) and CILCO in 2003. In 2003,
he was elected Executive Vice President and Chief Financial Officer at the Company, Ameren, CIPS, CILCORP and CILCO and at IP in 2004. In 2003, Mr. Baxter was elected Executive Vice President and Chief Financial Officer at Ameren Services and
in 2007, he was elected Chairman, President, Chief Executive Officer and Chief Financial Officer of Ameren Services. In 2009, Mr. Baxter assumed the positions of Chairman, President and Chief Executive Officer of the Company and relinquished
his positions of Executive Vice President and Chief Financial Officer of the Company, Ameren, CIPS, CILCORP, CILCO and IP and Chairman, President, Chief Executive Officer and Chief Financial Officer of Ameren Services. Director of the Company since
1999. Director of the following former Ameren subsidiaries: CILCO (2003-2009); CILCORP (2003-2009); IP (2004-2009). Director of the following other Ameren subsidiaries: Ameren Illinois (formerly CIPS) (1999-2009); Ameren Energy Generating Company
(AEG) (2001-2009). Age: 51. Based primarily upon Mr. Baxters extensive executive management and directorship experience, strong strategic planning, accounting, financial and administrative skills and experience, and tenure
with the Company (and its affiliates), as well as those demonstrated attributes discussed in the first paragraph under Information Concerning Nominees to the Board of Directors above, Amerens Board concluded that Mr. Baxter
should serve as a director of the Company at the time that this information statement is filed with the SEC.
D
ANIEL
F.
C
OLE
Chairman, President and Chief Executive Officer of Ameren Services and Senior Vice President of the
Company and Ameren Illinois.
Mr. Cole was employed by the Company in 1976 as an engineer. He was elected Senior Vice President of the Company and Ameren Services in 1999, at CIPS in 2001, at CILCO and CILCORP in 2003 and at IP in 2004. In
2009, Mr. Cole assumed the positions of Chairman, President and Chief Executive Officer of Ameren Services and remained Senior Vice President of the Company, CIPS, CILCO, CILCORP and IP. Mr. Coles directorships and tenure as Senior
Vice President of CILCORP (following the merger of CILCORP into Ameren) and of CILCO and IP (following the merger of those entities with and into CIPS) each ended in 2010. Mr. Cole continued as a director and the Senior Vice President of Ameren
Illinois following the consummation of the CIPS, CILCO and IP merger in 2010. Director of the Company since 2005. Director of the following former Ameren subsidiaries: CILCORP (2003-2010); CILCO (2003-2010); IP (2004-2010). Director of the following
other Ameren subsidiaries: AEG (2000-present); Ameren Illinois (formerly CIPS) (2003-present); Ameren Services (2009-present). Age: 59. Based primarily upon Mr. Coles significant executive management
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and directorship experience, strong strategic planning, engineering and administrative skills and experience, and extensive tenure with the Company (and its affiliates), as well as those
demonstrated attributes discussed in the first paragraph under Information Concerning Nominees to the Board of Directors above, Amerens Board concluded that Mr. Cole should serve as a director of the Company at the time that
this information statement is filed with the SEC.
A
DAM
C. H
EFLIN
Senior Vice President and Chief Nuclear Officer of the Company.
Mr. Heflin joined the Company in 2005 as Vice President of
Nuclear Operations and was elected Senior Vice President and Chief Nuclear Officer of the Company in 2008. Prior to joining the Company, Mr. Heflin served as Unit 2 plant manager at Arkansas Nuclear One, owned by Entergy Corporation. He
joined Entergy Corporations nuclear operations in 1992. Director of the Company since 2008. Age: 48. Based primarily upon Mr. Heflins executive management experience, extensive nuclear operations skills and experience, tenure with
the Company, as well as those demonstrated attributes discussed in the first paragraph under Information Concerning Nominees to the Board of Directors above, Amerens Board concluded that Mr. Heflin should serve as a director
of the Company at the time that this information statement is filed with the SEC.
M
ARTIN
J. L
YONS
,
J
R
.
Executive Vice President and Chief Financial Officer of the Company, Ameren, Ameren Illinois and
Ameren Services (effective January 1, 2013) (previously, Senior Vice President and Chief Financial Officer of the Company, Ameren, Ameren Illinois and Ameren Services through December 31, 2012).
Mr. Lyons joined the Company,
Ameren, CIPS and Ameren Services in 2001 as controller. He was elected controller of CILCORP and CILCO in 2003. Mr. Lyons was also elected vice president of the Company, Ameren, CIPS, CILCORP, CILCO and Ameren Services in 2003 and vice
president and controller of IP in 2004. In 2007, his positions at the Company were changed to vice president and principal accounting officer. In 2008, Mr. Lyons was elected senior vice president and principal accounting officer of the Ameren
companies. In 2009, Mr. Lyons assumed the positions of Senior Vice President and Chief Financial Officer, while remaining as the principal accounting officer, of the Company, Ameren, CILCORP, CIPS, CILCO, IP and Ameren Services.
Mr. Lyons directorships and tenure as Senior Vice President and Chief Financial Officer of CILCORP (following the merger of CILCORP into Ameren) and of CILCO and IP (following the merger of those entities with and into CIPS) each ended in
2010. Mr. Lyons continued as a director and the Senior Vice President and Chief Financial Officer of Ameren Illinois following the consummation of the CIPS, CILCO and IP merger in 2010. Effective January 1, 2013, Mr. Lyons was elected
Executive Vice President and Chief Financial Officer of the Company, Ameren, Ameren Illinois and Ameren Services. Director of the Company since 2009. Director of the following former Ameren subsidiaries: CILCORP (2009-2010); CILCO (2009-2010); IP
(2009-2010). Director of the following other Ameren subsidiaries: AEG (2009-present); Ameren Illinois (formerly CIPS) (2009-present). Age: 46. Based primarily upon Mr. Lyons executive management experience, strong accounting, financial
and administrative skills and experience, and tenure with the Company (and its affiliates), as well as those demonstrated attributes discussed in the first paragraph under Information Concerning Nominees to the Board of Directors above,
Amerens Board concluded that Mr. Lyons should serve as a director of the Company at the time that this information statement is filed with the SEC.
6
M
ICHAEL
L. M
OEHN
Senior Vice President of the Company (effective June 13, 2012) (previously, Senior Vice President of Customer Operations of Ameren
Illinois through June 12, 2012).
Mr. Moehn joined Ameren Services in 2000 as an assistant controller. Mr. Moehn was named Director of Ameren Services corporate modeling and transaction support in 2001 and elected Vice
President of Business Services for Ameren Energy Resources Company, LLC (Resources Company) in 2002. In 2004, Mr. Moehn was elected Vice President of Corporate Planning of Ameren Services and relinquished his position at Resources
Company. In 2008, Mr. Moehn was elected Senior Vice President, Corporate Planning and Business Risk Management of Ameren Services. On January 1, 2012, Mr. Moehn assumed the position of Senior Vice President of Customer Operations of
Ameren Illinois and relinquished his position at Ameren Services. Mr. Moehn was elected to Ameren Illinois Board of Directors in April 2012. Effective June 13, 2012, Mr. Moehn was elected to the Board of Directors and as Senior
Vice President of Customer Operations of the Company, with responsibility for electric and gas operations, technical services and customer operations in Missouri, and relinquished his directorship and position at Ameren Illinois. Director of the
Company since June 2012. Director of the following other Ameren subsidiary: Ameren Illinois (April 2012-June 2012). Age 43. Based primarily upon Mr. Moehns significant executive management experience, strong strategic planning,
operations and administrative skills and experience, and tenure with the Company (and its affiliates), as well as those demonstrated attributes discussed in the first paragraph under Information Concerning Nominees to the Board of
Directors above, Amerens Board concluded that Mr. Moehn should serve as a director of the Company at the time that this information statement is filed with the SEC.
C
HARLES
D. N
ASLUND
Executive Vice
President of Ameren Services (effective March 1, 2013) (previously, Senior Vice President of the Company through December 31, 2012 and Senior Vice President of Ameren Services from January 1, 2013 through February 28, 2013).
Mr. Naslund joined the Company in 1974. He was elected Vice President of Power Operations at the Company in 1999 and Vice President of Ameren Services in 2000. In 2001, Mr. Naslund relinquished his position as Vice President of Ameren
Services. Mr. Naslund was elected Vice President of Nuclear Operations at the Company in 2004 and Senior Vice President and Chief Nuclear Officer of the Company in 2005. In 2008, Mr. Naslund relinquished his positions with the Company and
was elected Chairman, President and Chief Executive Officer of Resources Company. In 2011, Mr. Naslund assumed the position of Senior Vice President, Generation and Environmental Projects of the Company and relinquished his positions of
Chairman, President and Chief Executive Officer of Resources Company. On January 1, 2013, Mr. Naslund relinquished his officer position at the Company and was elected Senior Vice President of Ameren Services, and effective March 1, 2013,
he was elected Executive Vice President of Ameren Services. Director of the Company in 2008 and since 2011. Director of the following Ameren subsidiaries: AEG (2008-2011); Resources Company (2008-2011). Age: 60. Based primarily upon
Mr. Naslunds extensive executive management and generation and environmental experience, significant strategic planning and administrative skills and experience, and extensive tenure with the Company (and its affiliates), as well as those
demonstrated attributes discussed in the first paragraph under Information Concerning Nominees to the Board of Directors above, Amerens Board concluded that Mr. Naslund should serve as a director of the Company at the time
that this information statement is filed with the SEC.
7
G
REGORY
L. N
ELSON
Senior Vice President, General Counsel and Secretary of the Company, Ameren, Ameren Illinois and Ameren Services.
Mr. Nelson
joined the Company in 1995 as a manager in the Tax Department and assumed a similar position with Ameren Services in 1998. Mr. Nelson was elected Vice President and Tax Counsel of Ameren Services in 1999, and Vice President of the Company,
CIPS, CILCO and CILCORP in 2003, and of IP in 2004. In 2010, Mr. Nelson was elected Vice President, Tax and Deputy General Counsel of Ameren Services, while remaining Vice President of the Company, CIPS, CILCO, IP and CILCORP. Mr. Nelson
relinquished his position with each of CILCORP (following the merger of CILCORP into Ameren) and with CILCO and IP (following the merger of those entities with and into CIPS) in 2010. In 2011, Mr. Nelson assumed the positions of Senior Vice
President, General Counsel and Secretary of the Company, Ameren, Ameren Illinois and Ameren Services, while relinquishing his positions of Vice President, Tax and Deputy General Counsel of Ameren Services and Vice President of the Company and Ameren
Illinois. Director of the Company since 2011. Director of the following Ameren subsidiaries: Ameren Illinois (2011-present); AEG (2011-present). Age: 55. Based primarily upon Mr. Nelsons significant management experience, extensive legal,
tax, regulatory and administrative skills and experience, and tenure with the Company (and its affiliates), as well as those demonstrated attributes discussed in the first paragraph under Information Concerning Nominees to the Board of
Directors above, Amerens Board concluded that Mr. Nelson should serve as a director of the Company at the time that this information statement is filed with the SEC.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THESE DIRECTOR NOMINEES.
B
OARD
S
TRUCTURE
Board
and Committee Meetings and Annual Meeting Attendance
During 2012, the Board of Directors met or acted by unanimous written consent without a meeting 18 times. All directors attended or participated in 75 percent or more of
the aggregate number of meetings of the Board and the Board Committees of which they were members.
The Company has adopted a
policy under which Board members are expected to attend each shareholders meeting. At the 2012 Annual Meeting, all of the seven directors nominated for election in 2012 (who also were all of the then-incumbent directors) were in attendance.
Age Policy
Amerens directors who attain age 72 prior to the date of an annual meeting
are required to submit a letter to Amerens Nominating and Corporate Governance Committee offering his or her resignation, effective with the end of the directors elected term, for consideration by the Committee. The Nominating and
Corporate Governance Committee will review the appropriateness of continued service on the Board of Directors by that director and make a recommendation to the Board of Directors and, if applicable, annually thereafter.
In addition, Amerens Corporate Governance Guidelines provide that an Ameren director who undergoes a significant change in
professional responsibilities, occupation or business association is required to notify Amerens Nominating and Corporate Governance Committee and offer his or her resignation from Amerens Board. The Nominating and Corporate Governance
Committee will then evaluate the facts and circumstances and make a recommendation to Amerens Board whether to accept the offered resignation or request that the director continue to serve on its Board.
8
Board Leadership Structure
The Companys By-Laws give the Companys
Board of Directors the right to exercise its discretion to either separate or combine the offices of Chairman of the Board and Chief Executive Officer. The Board regularly considers the appropriate leadership structure for the Company and has
concluded that the Company and its shareholders are best served by the Board retaining discretion to determine whether the same individual should serve as both Chairman of the Board and Chief Executive Officer. This decision is based upon the
Boards determination of what is in the best interests of the Company and its shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, skills and experience of the
individual(s) filling those positions, and other relevant factors. The Board has determined that the Board leadership structure that is most appropriate at this time, given the specific characteristics and circumstances of the Company and the skills
and experience of Mr. Baxter, is a leadership structure that combines the roles of Chairman of the Board and Chief Executive Officer with Mr. Baxter filling those roles for the following primary reasons:
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such a Board leadership structure has served the Company and its shareholders well and the Board believes this structure will continue to serve us
well, based primarily on Mr. Baxters background, skills and experience, as detailed in his biography above;
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since Ameren owns all of the Companys Common Stock, the Company receives significant independent oversight by Amerens Board of Directors
(for example, all of Amerens Board committees (i.e., Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear Oversight and Environmental Committee and Finance Committee) are currently
comprised entirely of independent directors and perform committee functions for the Company (see Board Committees below); Amerens Nominating and Corporate Governance Committee recommends to Amerens Board, and
Amerens Board subsequently nominates, director candidates for the Companys Board; and any Company director, as a result of Amerens ownership of all the Companys Common Stock, may be removed by Amerens Board at any time,
with or without cause);
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the combined chairman and chief executive officer position continues to be the principal board leadership structure in corporate America and among
Amerens peer companies; and
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there is no empirical evidence that separating the roles of chairman and chief executive officer improves return for shareholders.
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Based on oversight by Amerens Board, as described above, Amerens ownership of all the
Companys Common Stock and the economic rights of the holders of the Preferred Stock being senior in priority to the Common Stock, and the Companys current Board composition and leadership structure, the Board has not appointed a lead
independent director. The Board recognizes that depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. The Company is committed to reviewing this determination on an annual
basis.
Risk Oversight Process
Given the importance of monitoring risks, Amerens Board has determined to
utilize a committee specifically focused on oversight of the risk management of Ameren and its subsidiaries, including the Company. Amerens Board has charged its Audit and Risk Committee with oversight responsibility of Amerens and its
subsidiaries, including the Companys, overall business risk management process, which includes the identification, assessment, mitigation and monitoring of risks for Ameren and its subsidiaries, including the Company. Amerens Audit
and Risk Committee meets on a
9
regular basis to review the business risk management processes, at which time applicable members of Amerens and the Companys senior management provide reports to the Audit and Risk
Committee. While Amerens Audit and Risk Committee retains this responsibility, it coordinates this oversight with other committees of Amerens Board having primary oversight responsibility for specific risks (see Board
Committees Ameren Committee and Function below). Each of Amerens standing Board committees, in turn, receives regular reports from members of Amerens and the Companys senior management concerning its assessment of
Ameren and Company risks within the purview of such committee. Each such committee also has the authority to engage independent advisers. The risks that are not specifically assigned to an Ameren Board committee are considered by Amerens Audit
and Risk Committee through its oversight of the business risk management process of Ameren and its subsidiaries, including the Company. Amerens Audit and Risk Committee then discusses with members of Amerens and the Companys senior
management methods to mitigate such risks.
Notwithstanding Amerens Board of Directors oversight delegation to
Amerens Audit and Risk Committee, the entire Board is actively involved in risk oversight. Amerens Audit and Risk Committee annually reviews for Amerens Board which committees maintain oversight responsibilities described above and
the overall effectiveness of the business risk management process. In addition, at each of its meetings, Amerens Board receives a report from the Chair of the Audit and Risk Committee, as well as from the Chair of each of the other standing
committees of Amerens Board identified below, each of which is currently chaired by an independent director. Amerens Board then discusses and deliberates on the risk management practices of Ameren and its subsidiaries, including the
Company. Through the process outlined above, Amerens Board believes that the leadership structure of Amerens Board supports effective oversight of the risk management of Ameren and its subsidiaries, including the Company.
Considerations of Risks Associated with Compensation
In evaluating the material elements of compensation
available to executives and other Company employees, Amerens Human Resources Committee takes into consideration whether the compensation policies and practices of Ameren and certain of its subsidiaries, including the Company, may incentivize
excessive risk behavior. In 2010, Amerens Human Resources Committee, with the assistance of its independent compensation consultant, Meridian Compensation Partners, LLC (Meridian) and Ameren management, reviewed the compensation
policies and practices for certain design features that were identified by Meridian as having the potential to encourage excessive risk taking, including such features as high variable pay components and short performance periods. Meridian
additionally provided Amerens Human Resources Committee in 2010 with a plan-by-plan risk analysis for each of Amerens short-term, long-term and severance plans (executive and broad-based) to determine if any practices might encourage
excessive risk taking on the part of executives and other employees of Ameren and certain of its subsidiaries, including the Company. During 2012, Amerens Human Resources Committee updated its review of Amerens compensation policies,
practices and plans, including the incentives that they create and the factors that may reduce the likelihood of excessive risk taking, to determine whether those compensation policies, practices and plans present a material risk to Ameren and
certain of its subsidiaries, including the Company.
Amerens Human Resources Committee identified or implemented several
compensation design features that effectively managed or mitigated these potential risks, including:
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an appropriate balance of fixed and variable pay opportunities;
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caps on incentive plan payouts;
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10
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the use of multiple performance measures in the compensation program;
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performance measured at the corporate level;
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a mix between short-term and long-term incentives, with an emphasis for executives on rewarding long-term performance;
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Ameren Human Resources Committee discretion regarding individual executive awards;
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oversight by non-participants in the plans;
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the code of conduct, internal controls and other measures implemented by Ameren and its subsidiaries, including the Company;
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the existence of anti-hedging policies for executives;
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annual incentive plan and long-term incentive plan performance grants are subject to a provision in the Ameren Corporation 2006 Omnibus Incentive
Compensation Plan (the 2006 Omnibus Incentive Compensation Plan) that requires a clawback of such incentive compensation in certain circumstances; and
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the implementation of stock ownership and holding requirements that are applicable to all members of the Ameren Leadership Team, including the
Executives (as defined below).
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In its plan-by-plan evaluation, Amerens Human Resources Committee
noted several of the practices in those plans that mitigate risk, including the balance of fixed and variable pay, the use of multiple metrics, the use of different performance measures for the annual and long-term incentive compensation plans,
Committee discretion in payment of incentives in executive plans and payment caps.
Based upon the above considerations,
Amerens Human Resources Committee determined that Amerens compensation policies and practices are not reasonably likely to have a material adverse effect on Ameren.
Board Committees
The Board of Directors has a standing Executive Committee, with such duties as may be delegated to it
from time to time by the Board and authority to act on most matters concerning management of the Companys business during intervals between Board meetings. The Executive Committee did not meet or act by unanimous written consent without a
meeting in 2012. The present members of this committee are Messrs. Baxter, Lyons and Nelson.
In addition, as described below,
the Board of Directors utilizes the Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear Oversight and Environmental Committee and Finance Committee of Amerens Board of Directors to
perform such committee functions for the Companys Board. The chairs and members of those committees are recommended by Amerens Nominating and Corporate Governance Committee, appointed annually by Amerens Board and are identified
below. Amerens Audit and Risk Committee, Human Resources Committee, and Nominating and Corporate Governance Committee are comprised entirely of non-management directors, each of whom Amerens Board of Directors has determined to be
independent as defined by the relevant provisions of the Sarbanes-Oxley Act of 2002, the NYSE listing standards and Amerens Policy Regarding Nominations of Directors (the Director Nomination Policy). In addition,
Amerens Nuclear Oversight and Environmental Committee and Finance Committee are currently comprised entirely of non-management directors, each of whom Amerens Board has also determined to be independent under the Director
Nomination Policy.
11
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Ameren Committee and Function
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Chair and Members
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Meetings
in 2012
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Amerens Audit and Risk Committee
Appoints and oversees the independent registered public
accountants; pre-approves all audit, audit-related services and non-audit engagements with independent registered public accountants; approves the annual internal audit plan, annual staffing plan and financial budget of the internal auditors;
reviews with management the design and effectiveness of internal controls over financial reporting; reviews with management and independent registered public accountants the scope and results of audits and financial statements, disclosures and
earnings press releases; reviews the appointment, replacement, reassignment or dismissal of the leader of internal audit or approves the retention of, and engagement terms for, any third-party provider of internal audit services; reviews the
internal audit function; reviews with management the business risk management processes, which include the identification, assessment, mitigation and monitoring of risks on an Ameren-wide basis; coordinates its oversight of business risk management
with other Ameren Board committees having primary oversight responsibilities for specific risks; oversees an annual audit of Amerens political contributions; performs other actions as required by the Sarbanes-Oxley Act of 2002, the NYSE
listing standards and its Charter; establishes a system by which employees may communicate directly with members of the Committee about accounting, internal controls and financial reporting deficiency; and performs its committee functions for all
Ameren subsidiaries, including the Company, which are registered companies pursuant to the Exchange Act. Walter J. Galvin qualifies as an audit committee financial expert as that term is defined by the SEC. A more complete description of
the duties of the Committee is contained in the Audit and Risk Committees Charter available at http://www.ameren.com/Investors.
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Walter J. Galvin,
Chairman
Stephen F. Brauer
Catherine S. Brune
Ellen M. Fitzsimmons
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9
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Amerens Human Resources Committee
Reviews and approves objectives relevant to the compensation of Chief Executive
Officers of Ameren and its subsidiaries, including the Company, as well as other executive officers; administers and approves awards under Amerens incentive compensation plan; administers and approves incentive compensation plans, executive
employment agreements, if any, severance agreements, change in control agreements; reviews with management, and prepares an annual report regarding, the Compensation Discussion and Analysis section of Amerens Form 10-K and proxy statement
and the Form 10-K and information statement of the Company and other Ameren subsidiaries which are registered companies pursuant to the Exchange Act; acts on important policy matters affecting personnel; recommends to Amerens Board
amendments to those pension plans sponsored by Ameren or one or more of its subsidiaries, including the Company, except as otherwise delegated; performs other actions as required by the NYSE listing standards and its Charter; and performs its
committee functions for all Ameren subsidiaries, including the Company, which are registered companies pursuant to the Exchange Act. A more complete description of the duties of the Committee is contained in the Human Resources Committees
Charter available at http://www.ameren.com/Investors.
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Patrick T. Stokes,
Chairman
James C. Johnson
Steven H. Lipstein
Jack D. Woodard
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12
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Ameren Committee and Function
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Chair and Members
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Meetings
in 2012
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Amerens Nominating and Corporate Governance Committee
Adopts policies and procedures for identifying and evaluating director nominees;
identifies and evaluates individuals qualified to become Board members and director candidates, including individuals recommended by shareholders; reviews the Boards policy for director compensation and benefits; establishes a process by which
shareholders and other interested persons will be able to communicate with members of the Board; develops and recommends to the Board corporate governance guidelines; oversees Amerens code of business conduct (referred to as its Corporate
Compliance Policy), its Code of Ethics for Principal Executive and Senior Financial Officers and its Policy and Procedures With Respect to Related Person Transactions (see C
ORPORATE
G
OVERNANCE
below)
which are applicable to the Company as well as Ameren; assures that Ameren and its subsidiaries, including the Company, address relevant public affairs issues from a perspective that emphasizes the interests of its key constituents (including, as
appropriate, shareholders, employees, communities and customers); reviews semi-annually with management the performance for the immediately preceding six months regarding constituent relationships (including, as appropriate, relationships with
shareholders, employees, communities and customers); reviews requests for certain charitable contributions in accordance with Amerens Charitable Contribution Policy, which is applicable to the Company as well; performs other actions as
required by the NYSE listing standards and its Charter; and performs its committee functions for all Ameren subsidiaries, including the Company, which are registered companies pursuant to the Exchange Act. A more complete description of the duties
of the Committee is contained in the Nominating and Corporate Governance Committees Charter available at http://www.ameren.com/Investors.
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James C. Johnson,
Chairman
Stephen F. Brauer
Ellen M. Fitzsimmons
Gayle P.W.
Jackson
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5
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Amerens Nuclear Oversight and Environmental Committee
Provides Ameren Board-level oversight of the Companys nuclear power facility
as well as long-term plans and strategies of Amerens nuclear power program and assists Amerens and the Companys Boards in providing oversight of the policies, practices and performance relating to environmental affairs of Ameren
and its subsidiaries, including the Company. A more complete description of the duties of the Committee is contained in the Nuclear Oversight and Environmental Committees Charter available at http://www.ameren.com/Investors.
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Jack D. Woodard,
Chairman
Catherine S. Brune
Gayle P.W.
Jackson
Stephen R. Wilson
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Ameren Committee and Function
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Chair and Members
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Meetings
in 2012
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Amerens Finance Committee
Oversees overall financial policies and objectives of Ameren and its subsidiaries,
including the Company, including capital project review and approval of financing plans and transactions, investment policies and rating agency objectives; reviews and makes recommendations regarding Amerens dividend policy; reviews and
recommends to Amerens Board the capital budget of Ameren and its subsidiaries, including the Company; reviews, approves and monitors all capital projects with estimated capital expenditures of between $25 million and $50 million;
recommends to Amerens Board and monitors all capital projects with estimated capital costs in excess of $50 million; reviews and evaluates potential mergers, acquisitions, participations in joint ventures, divestitures and other similar
transactions; approves the investment strategy and asset allocation guidelines for those pension plans sponsored by Ameren and its wholly owned subsidiaries, including the Company (Ameren Pension Plans); approves actions or delegates
responsibilities for the investment strategy and asset allocation guidelines for the Ameren Pension Plans; monitors actuarial assumptions and reviews the investment performance, funded status and projected contributions for the Ameren Pension Plans;
reviews and recommends to Amerens Board Amerens and its subsidiaries, including the Companys, debt and equity financing plans; and oversees the commodity risk assessment process, system of controls and compliance with
established risk management policies and procedures for Ameren and its subsidiaries, including the Company. A more complete description of the duties of the Committee is contained in the Finance Committees Charter available at
http://www.ameren.com/Investors.
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Stephen R. Wilson,
Chairman
Walter J. Galvin
Steven H. Lipstein
Patrick T. Stokes
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5
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C
ORPORATE
G
OVERNANCE
Corporate Governance Guidelines and Policies, Committee Charters and Codes of Conduct
Amerens Board of Directors has adopted Corporate Governance Guidelines, a Director Nomination Policy, a Policy Regarding
Communications to the Board of Directors, a Policy and Procedures With Respect to Related Person Transactions, each applicable to Ameren and certain of its subsidiaries, including the Company, and written charters for its Audit and Risk Committee,
Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear Oversight and Environmental Committee and Finance Committee. Amerens Board of Directors also has adopted a code of business conduct (referred to as its Corporate
Compliance Policy) applicable to all of the directors, officers and employees of Ameren and its subsidiaries, including the Company, and a Code of Ethics for Principal Executive and Senior Financial Officers of all Ameren companies. These documents
and other items relating to the governance of the Company can be found in the Investors section of Amerens website at http://www.ameren.com. These documents are also available in print free of charge to any shareholder who requests them
from the Office of the Companys Secretary.
Ameren Human Resources Committee Governance
Amerens Human Resources Committee focuses on good governance practices in its operation. In 2012, this included:
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considering compensation for the Executives (as defined below) in the context of all of the components of total compensation;
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requiring several meetings to discuss important decisions;
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receiving meeting materials several days in advance of meetings;
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conducting executive sessions with Committee members only; and
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obtaining professional advice from an independent compensation consultant engaged directly by and who reports to the Committee.
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It is the Ameren Human Resources Committees view that its compensation consultant should be able to
render candid and expert advice independent of managements influence. In February 2012, Amerens Human Resources Committee approved the continued engagement of Meridian as its independent compensation consulting firm. In its decision
to retain Meridian as its independent compensation consultant, the Committee gave careful consideration to a broad range of attributes necessary to assist the needs of the Committee in setting compensation, including, but not limited to, the
following:
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a track record in providing independent, objective advice;
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broad organizational knowledge;
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industry reputation and experience;
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in-depth knowledge of competitive pay levels and practices; and
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responsiveness and working relationship.
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Meridian representatives attended all of the Ameren Human Resources Committee meetings during 2012. At the Committees request, the consultant met separately with the Committee members outside the
presence of management at each meeting, and spoke separately with the Committee Chair and other Committee members between meetings, as necessary or desired.
During 2012, the Committee requested of Meridian the following items:
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competitive market pay and market trend analyses, which assist the Committee in targeting executive compensation at the desired level versus market;
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comparisons of short-term incentive payouts and financial performance to utility peers, which the Committee uses to evaluate prior-year short-term
incentive goals and set future short-term incentive goals;
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preparation of tally sheets, which the Committee uses to evaluate the cumulative impact of prior compensation decisions;
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review and advice on the Compensation Discussion and Analysis section included in Amerens proxy statement to ensure full and clear disclosure;
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advice in connection with the Committees risk analysis of Amerens and its subsidiaries, including the Companys compensation
policies and practices, in furtherance of the Committees responsibilities pursuant to its charter;
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advice with respect to legal, regulatory and/or accounting considerations impacting Amerens compensation and benefit programs, to ensure the
Committee is aware of external views regarding the program; and
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other requests relating to executive compensation issues.
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Other than services provided to Amerens Human Resources Committee as set forth above and for Amerens Nominating and Corporate Governance Committee as described
15
below, Meridian did not perform any other services for Ameren or any of its subsidiaries, including the Company, in 2012.
Pursuant to its letter agreement with the Committee, if Ameren or management of Ameren proposes that Meridian perform services for Ameren or management of Ameren other than in Meridians retained
role as consultant to the Committee and Amerens Nominating and Corporate Governance Committee, any such proposal is required to be submitted to the Committee for approval before such services begin.
In December 2012, Amerens Human Resources Committee established procedures for the purpose of determining whether the work of any
compensation consultant raised any conflict of interest. Pursuant to such procedures, the Committee considered various factors, including the six factors mandated by SEC rules, and determined that with respect to executive compensation-related
matters, no conflict of interest was raised by the work of Meridian described in this information statement.
Delegation of Authority
Amerens Human Resources Committee has delegated authority to Amerens Administrative Committee, comprised of
designated members of Amerens management, to approve changes, within specified parameters, to certain of Amerens and the Companys retirement plans.
Role of Executive Officers
The role of executive officers in compensation
decisions for 2012 is described below under EXECUTIVE COMPENSATION C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
Role of Executive Officers. Mr. Baxter, as Chief
Executive Officer of the Company, was not involved in determining his own compensation. See EXECUTIVE COMPENSATION C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
Timing of
Compensation Decisions and Awards below.
Human Resources Committee Interlocks and Insider Participation
The current members of Amerens Human Resources Committee of the Board of Directors, Messrs. Johnson, Lipstein, Stokes and Woodard,
were not at any time during 2012 or at any other time an officer or employee of Ameren or its subsidiaries, including the Company, and no member had any relationship with Ameren or its subsidiaries, including the Company, requiring disclosure under
applicable SEC rules.
No executive officer of Ameren or its subsidiaries, including the Company, has served on the board of
directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board of Directors of Ameren or its subsidiaries, including the Company or the Human Resources Committee during
2012.
Consideration of Director Nominees
Amerens Nominating and Corporate Governance Committee will consider director nominations from shareholders in accordance with Amerens Director Nomination Policy, which can be found in the
Investors section of Amerens website at http://www.ameren.com. Briefly, the Committee will consider as a candidate any director of the Company who has indicated to the Committee that he or she is willing to stand for re-election as well
as any
16
other person who is recommended by shareholders of the Company who provide the required information and certifications within the time requirements, as set forth in the Director Nomination
Policy. The Committee may also undertake its own search process for candidates and may retain the services of professional search firms or other third parties to assist in identifying and evaluating potential nominees. The Company does not normally
pay any third-party search firm a fee to identify or evaluate or assist in identifying or evaluating potential director nominees and did not do so with regard to the nominees recommended for election in this information statement.
In considering a potential nominee for the Board, shareholders should note that in selecting candidates, Amerens Nominating and
Corporate Governance Committee endeavors to find individuals of high integrity who have a solid record of accomplishment in their chosen fields and who display the independence to effectively represent the best interests of all shareholders.
Candidates are selected for their ability to exercise good judgment, and to provide practical insights and diverse perspectives. Candidates also will be assessed in the context of the then-current composition of the Board, the operating requirements
of the Company and the long-term interests of all shareholders. In conducting this assessment, Amerens Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates for director,
consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills) and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company, and to maintain
a balance of perspectives, qualifications, qualities and skills on the Board. Although the Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and
strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process and under no circumstances will the Committee evaluate nominees recommended by a shareholder of the
Company pursuant to a process substantially different than that used for other nominees for the same election or appointment of directors.
Amerens Nominating and Corporate Governance Committee considers the following qualifications at a minimum in recommending to the Board potential new Board members, or the continued service of
existing members:
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the highest professional and personal ethics;
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broad experience in business, government, education or technology;
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ability to provide insights and practical wisdom based on their experience and expertise;
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commitment to enhancing shareholder value;
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sufficient time to effectively carry out their duties; their service on other boards of public companies should be limited to a reasonable number;
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compliance with legal and regulatory requirements; and
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ability to develop a good working relationship with other Board members.
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Other than the foregoing, there are no stated minimum criteria for director nominees, although Amerens Nominating and Corporate
Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its shareholders. In addition, because the Company is committed to maintaining its
17
tradition of inclusion and diversity within the Board, each assessment and selection of director candidates will be made by Amerens Nominating and Corporate Governance Committee in
compliance with Amerens policy of non-discrimination based on race, color, religion, sex, national origin, ethnicity, age, disability, veteran status, pregnancy, marital status, sexual orientation or any other reason prohibited by law.
Amerens Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually to assure that the Board contains an effective mix of
individuals to best advance the Companys long-term business interests.
Director Independence
All nominees for director of the Companys Board are executive officers of the Company or its affiliates and therefore, do not
qualify as independent under the NYSE listing standards. As previously explained, the Company has no securities listed on the NYSE and therefore, is not subject to the NYSE listing standards.
Policy and Procedures With Respect to Related Person Transactions
Amerens Board of Directors has adopted the Ameren Corporation Policy and Procedures With Respect to Related Person Transactions. The policy applies to Ameren and its subsidiaries, including the
Company, which are registered companies under the Exchange Act. This written policy provides that Amerens Nominating and Corporate Governance Committee will review and approve Related Person Transactions (as defined below); provided that
Amerens Human Resources Committee will review and approve the compensation of each Company employee who is an immediate family member of a Company director or executive officer and whose compensation exceeds $120,000. The Chair of
Amerens Nominating and Corporate Governance Committee has delegated authority to act between Committee meetings. References in this section to the Nominating and Corporate Governance Committee and the Human Resources Committee refer to
Amerens Nominating and Corporate Governance Committee and Amerens Human Resources Committee, respectively.
For
purposes of this policy, immediate family member means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee
or more than five percent beneficial owner of the Company, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner.
The policy defines a Related Person Transaction as a transaction, arrangement or relationship (or any series of similar
transactions, arrangements or relationships) in which Ameren (including the Company and any of Amerens other subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000 and in which any Related Person (as defined
below) had, has or will have a direct or indirect material interest, other than (1) competitively bid or regulated public utility services transactions; (2) transactions involving trustee type services; (3) transactions in which the
Related Persons interest arises solely from ownership of Company equity securities and all equity security holders received the same benefit on a pro rata basis; (4) an employment relationship or transaction involving an executive officer
and any related compensation solely resulting from that employment relationship or transaction if (i) the compensation arising from the relationship or transaction is or will be reported pursuant to the SECs executive and director
compensation proxy
18
statement disclosure rules, or (ii) the executive officer is not an immediate family member of another executive officer or director and such compensation would have been reported under the
SECs executive and director compensation proxy statement disclosure rules as compensation earned for services to the Company if the executive officer was a named executive officer as that term is defined in the SECs executive and
director compensation proxy statement disclosure rules, and such compensation has been or will be approved, or recommended to Amerens Board of Directors for approval, by the Human Resources Committee of Amerens Board of Directors; or
(5) if the compensation of or transaction with a director is or will be reported pursuant to the SECs executive and director compensation proxy statement disclosure rules.
Related Person is defined as (1) each director, director nominee and executive officer of the Company,
(2) five percent or greater beneficial owners, (3) immediate family members of the foregoing persons and (4) any entity in which any of the foregoing persons is a general partner or principal or in a similar position or in which
such person and all other related persons to such person has a 10 percent or greater beneficial interest.
The Office of
the Corporate Secretary of Ameren assesses whether a proposed transaction is a Related Person Transaction for purposes of the policy.
The policy recognizes that certain Related Person Transactions are in the best interests of the Company and its shareholders.
The approval procedures in the policy identify the factors the Nominating and Corporate Governance Committee will consider in evaluating whether to approve or ratify Related Person Transactions or
material amendments to pre-approved Related Person Transactions. The Nominating and Corporate Governance Committee will consider all of the relevant facts and circumstances available to the Nominating and Corporate Governance Committee, including
(if applicable) but not limited to: the benefits to the Company; the impact on a directors independence in the event the Related Person is a director, an immediate family member of a director or an entity in which a director is a general
partner, 10 percent or greater shareholder or executive officer; the availability and costs of other sources for comparable products or services; the terms of the transaction; the terms available to or from unrelated third parties or to
employees generally; and an analysis of the significance of the transaction to both the Company and the Related Person. The Nominating and Corporate Governance Committee will approve only those Related Person Transactions (a) that are in
compliance with applicable SEC rules and regulations, NYSE listing requirements and the Companys policies, including but not limited to the Corporate Compliance Policy and (b) that are in, or are not inconsistent with, the best interests
of the Company and its shareholders, as the Nominating and Corporate Governance Committee determines in good faith.
The
policy provides for the annual pre-approval by the Nominating and Corporate Governance Committee of certain Related Person Transactions that are identified in the policy, as the policy may be supplemented and amended.
During 2012, other than employment by the Company or its affiliates, the Company had no business relationships with directors and
nominees for director and no Related Person Transactions are currently proposed.
L
EGAL
AND
R
EGULATORY
M
ATTERS
In 2012, BJC HealthCare, in conjunction with other
industrial customers as a coalition, acted as an intervenor in Missouri Public Service Commission proceedings relating to a Company request for changes to its electric service delivery rates. Ameren Director Lipstein, President and
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Chief Executive Officer of BJC HealthCare, did not participate in Amerens Board and Committee deliberations relating to these matters.
D
IRECTOR
C
OMPENSATION
Directors who are employees or directors of Ameren or any of its subsidiaries receive no additional compensation for their services as Company directors. All nominees for director are executive officers
of Ameren or its subsidiaries.
O
THER
M
ATTERS
The Board of Directors does not know of any matter, other than the election of directors, which may be presented at the Annual Meeting.
SECURITY OWNERSHIP
S
ECURITIES
OF
THE
C
OMPANY
All of the outstanding shares of our Common Stock are owned by Ameren. Of the 807,595 outstanding shares of our class of Preferred Stock, no shares were owned by our directors, nominees for director and
executive officers as of February 1, 2013. To our knowledge, there are no beneficial owners of five percent or more of the outstanding shares of our class of Preferred Stock as of February 1, 2013. As discussed under VOTING
above, our Common Stock and Preferred Stock shareholders vote together as a single class on matters submitted to a vote at the Annual Meeting. No independent inquiry has been made to determine whether any shareholder is the beneficial owner of
shares not registered in the name of such shareholder or whether any shareholder is a member of a shareholder group.
S
ECURITIES
OF
A
MEREN
The following table sets forth certain information known to the Company with respect to beneficial ownership of Ameren Common Stock as of
February 1, 2013 for (i) each director and nominee for director of the Company, (ii) each individual serving as the Companys Chairman, President and Chief Executive Officer and the Companys Chief Financial Officer during
2012, and the three most highly compensated executive officers of the Company (other than the individuals serving as Chairman, President and Chief Executive Officer and the Chief Financial Officer during 2012) who were serving as executive officers
at the end of 2012, named in the Summary Compensation Table below (collectively, the Executives), and (iii) all executive officers, directors and nominees for director as a group.
|
|
|
|
|
Name
|
|
Number of Shares of
Ameren Common
Stock
Beneficially Owned
(1)
|
|
Percent
Owned
(2)
|
Warner L. Baxter
|
|
48,948
|
|
*
|
Daniel F. Cole
|
|
33,053
|
|
*
|
Adam C. Heflin
|
|
12,010
|
|
*
|
Martin J. Lyons, Jr.
|
|
12,901
|
|
*
|
Michael L. Moehn
|
|
12,156
|
|
*
|
Charles D. Naslund
|
|
30,479
|
|
*
|
Gregory L. Nelson
|
|
11,598
|
|
*
|
All directors, nominees for director and executive officers as a group (8 persons)
|
|
166,605
|
|
*
|
20
(1)
|
This column lists voting securities. None of the named individuals held shares issuable within 60 days upon the exercise of Ameren stock options. Reported shares
include those for which a director, nominee for director or executive officer has voting or investment power because of joint or fiduciary ownership of the shares or a relationship with the record owner, most commonly a spouse, even if such
director, nominee for director or executive officer does not claim beneficial ownership.
|
(2)
|
For each individual and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as
described above by the sum of the 242,685,039 shares of Ameren Common Stock outstanding on February 1, 2013 and the number of shares of Ameren Common Stock that such person or group had the right to acquire on or within 60 days of
February 1, 2013.
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Since 2003, Ameren has had a policy which prohibits directors and executive officers from
engaging in pledges of Ameren securities or short sales, margin accounts and hedging or derivative transactions with respect to Ameren securities. In December 2012, Amerens Board of Directors approved an anti-hedging amendment to the Ameren
Corporate Compliance Policy effective January 1, 2013. The Ameren Corporate Compliance Policy provides that directors and employees of Ameren and its subsidiaries, including the Company, may not enter into any transaction which hedges (or
offsets) any decrease in value of Ameren equity securities that are (1) granted by Ameren to the director or employee as part of compensation or (2) held, directly or indirectly, by the director or employee.
The address of all persons listed above is c/o Union Electric Company, 1901 Chouteau Avenue, St. Louis, Missouri 63103.
S
TOCK
O
WNERSHIP
R
EQUIREMENT
FOR
M
EMBERS
OF
THE
A
MEREN
L
EADERSHIP
T
EAM
The stock ownership
requirements applicable to members of the Ameren Leadership Team, which includes the Executives and certain other employees of Ameren and Amerens subsidiaries, are described below under EXECUTIVE COMPENSATION
C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
Common Stock Ownership Requirement.
S
ECTION
16(
A
) B
ENEFICIAL
O
WNERSHIP
R
EPORTING
C
OMPLIANCE
Section 16(a) of the Exchange Act requires the Companys directors and executive officers and persons who own more than
10 percent of the Companys Common Stock to file reports of their ownership in the Companys Preferred Stock, and, in some cases, of its ultimate parents Common Stock, and of changes in that ownership with the SEC and the NYSE.
SEC regulations also require the Company to identify in this information statement any person subject to this requirement who failed to file any such report on a timely basis. Based solely on a review of the filed reports and written representations
that no other reports are required, each of the Companys directors and executive officers complied with all such filing requirements during 2012.
21
EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Companys filings under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, that might incorporate other filings with the SEC, including this information statement, in whole or in part, the following Ameren Human Resources Committee Report shall not be deemed to be
incorporated by reference into any such filings.
H
UMAN
R
ESOURCES
C
OMMITTEE
R
EPORT
The Human Resources Committee of Ameren Corporations Board of Directors
(the Committee) discharges the Boards responsibilities relating to compensation of the Companys executive officers. The Committee approves and evaluates all compensation of executive officers, including salaries, bonuses, and
compensation plans, policies and programs of the Company.
The Committee also fulfills its duties with respect to the
Compensation Discussion and Analysis and Human Resources Committee Report portions of the information statement, as described in the Committees Charter.
The Compensation Discussion and Analysis has been prepared by management of the Company and its affiliates. The Company is responsible for the Compensation Discussion and Analysis and for the disclosure
controls relating to executive compensation.
The Committee met with management of the Company and its affiliates and the
Committees independent consultant to review and discuss the Compensation Discussion and Analysis. Based on the foregoing review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis
be included in this information statement and the Companys 2012 Form 10-K, and the Board approved that recommendation.
Ameren Human Resources Committee:
Patrick T. Stokes, Chairman
James C. Johnson
Steven H. Lipstein
Jack D. Woodard
C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
2012 In Brief
During 2012,
Amerens pay-for-performance program led to the following actual 2012 compensation being earned:
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|
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2012 annual incentive base awards were earned at 102.2 percent of target; this payout reflected strong operational performance by Ameren and its
subsidiaries, including the Company, in 2012 that was attributed, in part, to continued disciplined cost management, strong energy center performance and regulated utility rate relief; and
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only 30 percent of the target three-year incentive awards made in 2010 were earned (plus accrued dividends of approximately 5.2 percent)
based on total
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22
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shareholder return relative to the defined peer group over the three-year (2010-2012) measurement period. At the December 31, 2012 vesting date, the PSUs (as defined below) were valued at
$30.72 per share rather than the $27.95 value at which such PSUs were granted; as a result, the actual earned amounts equaled 38.6 percent of the original target awards.
|
In addition, Executives are required to own Amerens Common Stock through stock ownership requirements (see Common Stock
Ownership Requirement below). The value of those shares rose and fell in the same way and with the same impact that share value rose and fell for other shareholders.
In the remainder of this Compensation Discussion and Analysis (or CD&A), references to the Committee are to the Human Resources Committee of the Board of Directors of Ameren
Corporation and references to Ameren are to Ameren Corporation and its subsidiaries, including the Company. We use the term Executives to refer to the employees listed in the Summary Compensation Table.
Guiding Objectives
The
compensation paid to the Executives discussed in this information statement is for services rendered in all capacities to Ameren and its subsidiaries, including the Company. Amerens objective for compensation of the Executives is to provide a
competitive total compensation program that is based on the size-adjusted median of the range of compensation paid by similar utility industry companies, adjusted for Amerens short- and long-term performance and the individuals
performance. The adjustment for Amerens performance aligns the long-term interests of management with that of Amerens shareholders to maximize shareholder value.
Overview of Executive Compensation Program Components
To accomplish this
objective in 2012, Amerens compensation program for the Executives consisted of several compensation elements, each of which is discussed in more detail below. At Ameren, decisions with respect to one element of pay tend not to impact other
elements of pay. The following are the material elements of Amerens compensation program for the Executives:
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|
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long-term incentives, specifically Amerens Performance Share Units Program;
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|
|
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limited perquisites; and
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|
|
|
change of control protection.
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Amerens Common Stock ownership requirements applicable to the Executives are discussed in this CD&A.
Ameren also provides various welfare benefits to the Executives on substantially the same basis as it provides to all salaried employees. Ameren provides limited perquisites and personal benefits to the
Executives.
Each element is reviewed individually and considered collectively with other elements of Amerens
compensation program to ensure that it is consistent with the goals and objectives of that particular element of compensation as well as Amerens overall compensation program.
23
Market Data and Peer Group
In October 2011, for use in 2012, the Committees independent consultant collected and analyzed comprehensive market data, including base salary, target short-term incentives (non-equity incentive
plan compensation) and long-term incentive opportunities. The market data was obtained from a proprietary database maintained by Aon Hewitt.
The elements of pay were benchmarked both individually and in total to the same comparator group.
To develop market figures, compensation opportunities for the Executives were compared to the compensation opportunities for comparable positions at companies similar to Ameren, defined as regulated
utility industry companies in a revenue size range approximately one-half to double Amerens size. The consultant used statistical techniques to adjust the market data to be appropriate for Amerens revenue size.
Ameren provides compensation opportunities at the size-adjusted median of the above-described market data, and designs its incentive
plans to pay significantly more or less than the target amount when performance is above or below target performance levels, respectively. Thus, Amerens plans are designed to result in payouts that are market-appropriate given its performance
for that year or period.
The companies identified as the peer group used to develop 2012 compensation opportunities from the
above-described data are listed below. The list is subject to change each year depending on mergers and acquisitions activity, the availability of the companies data through Aon Hewitts database and the continued appropriateness of the
companies in terms of size and industry in relationship to Ameren.
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|
|
|
|
|
|
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AGL Resources
|
|
Edison International
|
|
PSEG, Inc.
|
Alliant Energy Corporation
|
|
FirstEnergy Corp.
|
|
SCANA Corporation
|
American Electric Power Co.
|
|
GenOn Energy
|
|
Sempra Energy
|
CenterPoint Energy
|
|
Integrys Energy Group, Inc.
|
|
Southern Company
|
CMS Energy
|
|
NiSource Inc.
|
|
WGL Holdings
|
Constellation Energy
|
|
OGE Energy
|
|
Xcel Energy, Inc.
|
Dominion Resources, Inc.
|
|
PG&E Corporation
|
|
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DTE Energy Company
|
|
PPL Corporation
|
|
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Duke Energy
|
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Progress Energy, Inc.
|
|
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Mix of Pay
Ameren believes that both cash compensation and noncash compensation are appropriate elements of a total rewards program. Cash compensation is current compensation (i.e., base salary and annual incentive
awards), while noncash compensation is generally long-term compensation (i.e., equity-based incentive compensation).
A
significant percentage of total compensation is allocated to short-term and long-term incentives as a result of the philosophy mentioned above. During 2012, there was no pre-established policy or target for the allocation between either cash and
noncash or short-term and long-term compensation. Rather, the Committee reviewed the market data provided by its consultant to determine the appropriate level and mix of incentive compensation. The allocation between current and long-term
compensation was based
24
primarily on competitive market practices relative to base salaries, annual incentive awards and long-term incentive award values. By following this process, the impact to Executive compensation
was to increase the proportion of pay that is at risk as an individuals responsibility within the Company increases, and to create long-term incentive opportunities that exceed short-term opportunities for Executives.
2012 F
IXED
VERSUS
P
ERFORMANCE
-B
ASED
C
OMPENSATION
The following table shows the allocation of each Executives base salary and short-term and long-term incentive compensation
opportunities between fixed and performance-based compensation (at the target levels).
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|
|
|
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Name
|
|
Fixed
Compensation
|
|
Performance-Based
Compensation
|
Baxter
|
|
29%
|
|
71%
|
Lyons
|
|
29%
|
|
71%
|
Naslund
|
|
32%
|
|
68%
|
Nelson
|
|
31%
|
|
69%
|
Heflin
|
|
32%
|
|
68%
|
2012 S
HORT
-T
ERM
VERSUS
L
ONG
-T
ERM
I
NCENTIVE
C
OMPENSATION
The following table shows the
allocation between each Executives target short-term and long-term incentive compensation opportunities (each at the target level) as a percentage of each Executives base salary.
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|
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Name
|
|
Short-Term
Incentive
Opportunity
|
|
Long-Term
Incentive
Opportunity
|
Baxter
|
|
65%
|
|
175%
|
Lyons
|
|
65%
|
|
175%
|
Naslund
|
|
60%
|
|
150%
|
Nelson
|
|
65%
|
|
160%
|
Heflin
|
|
60%
|
|
150%
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Base Salary
Base salary is designed to reward competence and sustained performance in the executive role. Ameren chooses base salary as a standard pay element. Amerens base salary program is designed to provide
the Executives with market competitive salaries based upon role, experience, competence and performance.
Ameren determines the
amount for base salary by referencing the market data discussed above. Based on this data and the scope of each Executives role, a base salary range was established for each position at +/- 20 percent of the established market rate for
the position. The base salary of each Executive is typically managed within this pay range.
Mr. Thomas R. Voss
(Chairman, President and Chief Executive Officer of Ameren) recommended a 2012 base salary increase for each of the Executives considering their then-current salary in relation to the market median, experience and sustained individual performance
and results. These recommendations, which took into account the market data provided by the Committees compensation consultant, were presented to the Committee for discussion and approval at the December 2011 Committee meeting. Increases were
approved
25
based on the market data and base salary range, as well as internal pay equity, experience, individual performance and the need to retain an experienced team. Performance takes into account
competence, initiative, contribution to achievement of our goals and leadership.
Short-Term Incentive Compensation: Executive Incentive Plan
2012 Ameren Executive Incentive Plan
How the Plan Works
Amerens short-term incentive compensation program
element is entitled the Ameren Executive Incentive Plan (EIP). The EIP is designed to reward the achievement of Ameren earrings per share (EPS) targets and individual performance. Ameren chooses to pay it to encourage higher
annual corporate and individual performance.
For 2012, the EIP (the 2012 EIP) was comprised of the following
components in rewarding Executives for annual achievement:
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Ameren EPS targets; and
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an individual performance modifier.
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EPS Targets and Weightings
Ameren EPS, calculated in accordance with general accounting principles, was the primary metric used to establish award opportunities
under the 2012 EIP and was used to determine the Executives base award, as EPS was determined by the Committee to have a significant impact on shareholder value.
The Committee established three levels of Ameren EPS achievement under the 2012 EIP to reward Executives for results achieved in Ameren EPS performance. Achievement of Ameren EPS falling between the
established levels was interpolated. The three levels are defined as follows:
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Threshold:
the minimum level of Ameren EPS achievement necessary for short-term incentive payment to Executives.
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|
Target:
the targeted level of Ameren EPS achievement.
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Maximum:
the maximum level of Ameren EPS achievement established to award Executives with short-term incentive payment.
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26
The range of Ameren EPS achievement levels for the 2012 EIP, as established by the Committee
in February 2012, is shown below. Achievement levels could be adjusted to include or exclude specified items of an unusual or non-recurring nature as determined by the Committee at its sole discretion and as permitted by the 2006 Omnibus
Incentive Compensation Plan.
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Level of Performance
|
|
Ameren EPS
|
|
|
Payout as a
Percent of
Target
|
Maximum
|
|
|
$2.52
|
|
|
150%
|
Target
|
|
|
$2.29
|
|
|
100%
|
Threshold
|
|
|
$2.06
|
|
|
50%
|
Below threshold
|
|
|
Less than $2.06
|
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0%
|
2012 EIP Target Opportunities
Target 2012 EIP award opportunities were determined primarily considering the market data mentioned above, and secondarily considering
internal pay equity, i.e., the relationship of target award opportunities of the Executives with those of other officers at the same level at Ameren. The amounts listed in columns (c), (d) and (e) of the Grants of Plan-Based Awards Table
following this CD&A represent the potential range of cash awards for the 2012 EIP and are based on a percentage of each Executives base salary at December 31, 2012, as follows:
2012 EIP T
ARGET
O
PPORTUNITY
|
|
|
Executive
|
|
Target Short-Term
Incentive Compensation
as Percent of Base Salary
|
Baxter
|
|
65%
|
Lyons
|
|
65%
|
Naslund
|
|
60%
|
Nelson
|
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65%
|
Heflin
|
|
60%
|
The minimum payout amount for each Executive was 0 percent of these target opportunities and the
maximum base award is 150 percent of these target opportunities.
Individual Performance Modifier
The 2012 EIP base award for each Executive was subject to upward or downward adjustment by up to 50 percent in the Committees
discretion, with a potential maximum total award at 200 percent of the target opportunities. Awards were subject to upward or downward adjustment due to the Executives performance on key performance variables, including but not limited to
leadership, business results, customer satisfaction, reliability, plant availability, safety and/or other performance metrics, as applicable and as determined by the Committee. Awards were subject to reduction by more than 50 percent, with the
ability to pay zero for poor or non-performance.
2012 EIP Payouts
Base Award, Earned through Ameren EPS Achievement
Performance goals for 2012 EIP purposes were set in terms of Ameren EPS. At the February 2013 Committee meeting, the forecasted 2012 EIP Ameren EPS achievement and
27
recommended EIP payouts for the Executives were presented by Mr. Voss to the Committee for review. Consistent with its actions in prior years and as permitted under the terms of the 2012 EIP
and the 2006 Omnibus Incentive Compensation Plan, the Committee determined it was appropriate to adjust 2012 EIP Ameren EPS achievement (1) upward for noncash accounting charges related to plant impairments, (2) downward for reduced
depreciation associated with the plant impairments and (3) downward for net unrealized mark-to-market adjustments due to volatile power and fuel markets and changes in the market value of investments used to support Amerens deferred
compensation plans. The adjustments referenced in items (1) and (2) above relate to a fourth quarter noncash asset impairment accounting charge resulting from Amerens December 2012 announcement that it intends to, and it is
probable that it will, exit its merchant generation business before the end of the previously estimated useful lives of that business segments long-lived assets, as well as a first quarter noncash impairment accounting charge related to the
Duck Creek energy center. These impairment charges were not anticipated at the time the Committee set Ameren EPS targets for the 2012 EIP.
This resulted in an aggregate adjustment to 2012 EIP Ameren EPS achievement of plus $6.31, and an adjusted base award of 102.2 percent of target.
Earned through Individual Performance Modifier
As discussed above, the 2012 base award was subject to upward or downward adjustment by up to 50 percent based upon the Executives individual contributions and performance during the year. For 2012,
the Committee, after consultation with Mr. Voss, modified the 2012 EIP base awards for all of the Executives in a range from plus five to 15 percent of the 2012 base award, as a result of each Executives performance on the variables
described above.
Actual 2012 EIP Payouts
Actual 2012 EIP payouts are shown below as a percent of target. Payouts were made in February 2013 and are set forth under column (g) entitled Non-Equity Incentive Plan Compensation in the Summary
Compensation Table.
|
|
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Name
|
|
Final Payout as
Percent of Target
|
Baxter
|
|
107.3%
|
Lyons
|
|
117.5%
|
Naslund
|
|
107.3%
|
Nelson
|
|
112.4%
|
Heflin
|
|
112.4%
|
In order to help ensure that amounts are fully deductible for tax purposes, the Committee set a
limitation on 2012 short-term incentive payouts for each Executive of 0.5 percent of Amerens 2012 net income. The Committee then used negative discretion as provided under Section 162(m) of the Internal Revenue Code of 1986, as
amended (the IRC), to arrive at actual, lower 2012 payouts based on Amerens performance for the year, which are shown in column (g) of the Summary Compensation Table. By setting the limitation on payouts, the Committee ensured
that such payouts met the definition of performance-based pay for tax purposes and thus were fully deductible.
28
2013 Ameren Executive Incentive Plan
In December 2012, the Committee approved a design change to the EIP for 2013 (the 2013 EIP). Under the 2013 EIP, base award
opportunities will be weighted 90 percent to Ameren EPS and 10 percent to a safety performance measure based upon lost workday away cases.
Long-Term Incentives: Performance Share Unit Program (PSUP)
In General
Ameren began granting performance share units and has done so annually
since 2006. For the five years prior to 2006, Ameren granted performance-based restricted stock.
A performance share unit
(PSU or share unit) is the right to receive a share of Ameren Common Stock if certain long-term performance criteria are achieved and the Executive remains an Ameren employee.
Role of the PSUP
The 2012 PSU grants, which are governed by the Ameren shareholder-approved 2006 Omnibus Incentive Compensation Plan, were designed to play
the following role in the compensation program:
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provide compensation dependent on Amerens three-year total shareholder return (TSR) (calculated as described below under
2012 Grants) versus utility industry peers, as identified below;
|
|
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|
provide some payout (below target) if three-year TSR is below the 30th percentile but the three-year average Ameren EPS reaches or exceeds the
average of the EIP threshold levels in 2012, 2013 and 2014;
|
|
|
|
accrue dividends during the performance period on shares ultimately earned in order to further align executives interests with those of
shareholders;
|
|
|
|
promote retention of executives during a three-year performance period; and
|
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|
share Ameren Common Stock price increases and decreases over a three-year period.
|
PSUP Design
Ameren chooses to award PSUP grants to accomplish the following:
|
|
|
align executives interests with shareholder interests:
awards are denominated in Ameren Common Stock units and paid out in Ameren Common
Stock. Payouts are dependent on Amerens Common Stock performance, and are limited to target if TSR is negative;
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|
be competitive with market practice:
the majority of regulated utility companies use plans similar to this program, and with this performance
measure;
|
|
|
|
promote Ameren Common Stock ownership:
payout of earned awards is made 100 percent in Ameren Common Stock, with dividends on Ameren Common
Stock, as declared and paid, reinvested into additional share units throughout the performance period;
|
29
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|
|
allow executives to share in the returns created for shareholders:
returns for shareholders include dividends as declared and paid and this is
reflected in the plan performance measure and rewards; and
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|
be retentive:
annual competitive grants with a three-year performance period provide incentive for executives to stay with Ameren and manage
Ameren in the long-term interests of Ameren and its shareholders.
|
Accounting treatment was taken into
account in designing the PSUP. PSUs are also intended to qualify for the performance-based compensation exception from the $1 million cap on deductibility of executive compensation imposed by Section 162(m) of the IRC.
2012 Grants
For 2012, a target number of PSUs was granted to each Executive pursuant to the 2006 Omnibus Incentive Compensation Plan as reflected in column (g) of the Grants of Plan-Based Awards Table.
Grant sizes were calculated primarily considering the market data mentioned above, and secondarily considering internal pay
equity, in other words, the relative differences in grant sizes of the Executives and other officers at the same level in the Company. The specific number of PSUs granted to each Executive was equal to the target award for such Executive determined
by the Committee, based upon a specified percentage of such Executives base salary and expressed as a dollar amount, and divided by the average closing price of Amerens Common Stock for each trading day in December 2011.
The actual number of 2012 PSUs earned will vary from 0 percent to 200 percent of the target number of PSUs granted to each
Executive, based primarily on Amerens 2012-2014 TSR relative to a utility industry peer group and contingent on continued employment during the same period. The threshold and maximum amounts of 2012 PSU awards are reflected in columns
(f) and (h) of the Grants of Plan-Based Awards Table. The Executives cannot vote share unit awards under the PSUP or transfer them until they are paid out. In addition, as described below under PSUP Performance/Payout
Relationship, if TSR for the performance period is below the 30th percentile, in order to receive a 30 percent payout, the average annual Ameren EPS for such three-year period must be greater than or equal to the average of the Ameren EPS
thresholds under each EIP during such period.
30
The following graphic illustrates how the 2012 PSUP works.
The 2012 PSUP performance measure is TSR, calculated generally as change in stock price plus dividends
paid, divided by beginning stock price.
PSUP Peer Group
The analysis to determine the PSUP peer group was made as of December 2011 using the criteria below.
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|
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Classified as a NYSE Investor Owned Utility, excluding companies classified as only Transmission and Distribution or only gas.
|
|
|
|
Market capitalization greater than $2 billion (as of December 31, 2011).
|
|
|
|
Minimum S&P credit rating of BBB- (investment grade).
|
|
|
|
Dividends flat or growing over the last twelve-month period.
|
|
|
|
Beta (a measure of a stocks volatility in comparison to the market as a whole) within .25 of Amerens Beta over the last five years.
|
|
|
|
Not an announced acquisition target.
|
|
|
|
Not undergoing a major restructuring including, but not limited to, a major spin-off or sale of a significant asset.
|
31
The 21 companies included in the 2012 PSUP peer group are listed below and are reviewed
annually for conformity with the criteria above. The 2012-2014 PSUP peer group is not identical to the 2011-2013 PSUP peer group as a result of the ability or inability of certain companies to meet the criteria set forth above and the
Committees judgment as to the appropriateness of certain companies for inclusion in the group. The Committee retains discretion to make exceptions for inclusion or exclusion of companies in the PSUP peer group, based upon the criteria
established above, in order to ensure the most appropriate and relevant comparator peer group. These peer group companies are also not entirely the same as the peer companies used for market pay comparisons because inclusion in this group was not
dependent on a companys size relative to Ameren or its participation in an executive pay database. In order to be counted in the final calculations, a company must still be in existence and have a ticker symbol at the end of the performance
period.
|
|
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|
|
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|
|
Alliant Energy Corporation
|
|
Edison International
|
|
PPL Corporation
|
American Electric Power Co.
|
|
FirstEnergy Corp.
|
|
PSEG, Inc.
|
Cleco Corporation
|
|
Great Plains Energy Inc.
|
|
SCANA Corporation
|
CMS Energy
|
|
Integrys Energy Group, Inc.
|
|
Southern Company
|
Dominion Resources, Inc.
|
|
NextEra Energy, Inc.
|
|
Westar Energy, Inc.
|
DTE Energy Company
|
|
OGE Energy
|
|
Wisconsin Energy
|
Duke Energy
|
|
Pinnacle West Capital Corporation
|
|
Xcel Energy, Inc.
|
PSUP Performance/Payout Relationship
Once Amerens 2012-2014 TSR is calculated and compared to peers, the scale below determines the percent of a target PSU award that is
paid. Payout for performance between points is interpolated on a straight-line basis.
|
|
|
|
|
|
|
Performance
|
|
Payout (% of Share
Units Granted)
|
|
|
|
|
90
th
percentile +
|
|
200%
)
|
|
|
|
If TSR is negative over the three-year period, the plan is capped at 100% of
target regardless of performance vs. peers
|
70
th
percentile
|
|
150%
)
|
|
ï
|
|
50
th
percentile
|
|
100%
)
|
|
|
|
30
th
percentile
|
|
50%
|
|
|
|
|
Less than 30
th
percentile but three-year average Ameren EPS reaches or exceeds the average of the EIP threshold levels in 2012, 2013 and 2014
|
|
30%
|
|
|
|
|
Less than 30
th
percentile and three-year average Ameren EPS does not reach the average of the EIP threshold levels in 2012, 2013
and 2014
|
|
0% (No payout)
|
|
|
|
|
The Committee selected Ameren EPS as the financial measure under the PSUP for determining whether there
will be payout in the event TSR is less than the 30th percentile, consistent with the performance measurement component utilized for the annual awards under the EIP.
In order to help ensure that amounts are fully deductible for tax purposes, the Committee set a limitation on payouts of 2012 PSUP grants that are made based upon EPS (i.e., when 2012-2014 TSR performance
is under the 30th percentile of the PSUP peer group)
32
for each Executive of 1.20 percent of Amerens cumulative 2012, 2013 and 2014 net income, as adjusted for specified items. The Committee will use negative discretion as provided under
Section 162(m) of the IRC to arrive at actual lower payouts based on Amerens performance for the period. By setting the limitation on payouts, the Committee ensures that such payouts meet the definition of performance-based
compensation for tax purposes and are fully deductible.
2010 PSU Awards Vesting
The PSUP performance period for the 2010 grants ended December 31, 2012. Amerens 2010-2012 TSR performance was determined to be
less than the 30th percentile of Amerens 2010 PSUP peer group and Amerens 2010-2012 average EPS exceeded the average of the EIP threshold levels for 2010-2012, both as adjusted and approved for incentive compensation plan purposes. The
following table shows the 2010 PSU awards, their original value at grant, the number earned (which equals the target number plus accrued dividends times 30 percent), and their value at the vesting date (December 31, 2012). The resulting
earned amounts were 38.6 percent of the original target value of the awards.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Target 2010 PSU
Awards
|
|
Target
Value at
Stock Price
on Date of
Grant
(1)
|
|
|
2010 PSU
Awards
Earned
(2)
|
|
Value
at
Year-End
Stock Price
(3)
|
|
Earned Value as
Percent of
Original Target
Value
(3)
|
Baxter
|
|
33,659
|
|
$
|
940,769
|
|
|
11,832
|
|
$363,479
|
|
38.6%
|
Lyons
|
|
20,293
|
|
$
|
567,189
|
|
|
7,134
|
|
$219,156
|
|
38.6%
|
Naslund
|
|
24,878
|
|
$
|
695,340
|
|
|
8,745
|
|
$268,646
|
|
38.6%
|
Nelson
|
|
9,889
|
|
$
|
276,398
|
|
|
3,476
|
|
$106,783
|
|
38.6%
|
Heflin
|
|
20,293
|
|
$
|
567,189
|
|
|
7,352
|
|
$225,853
|
|
38.6%
|
(1)
|
Valuations are based on the closing price of $27.95 per share of Amerens Common Stock on the NYSE on January 1, 2010, the date the 2010 PSU awards were
granted.
|
(2)
|
The number of 2010 PSU awards vested includes dividend equivalents which accrued and were reinvested throughout the three-year performance period. See the Option
Exercises and Stock Vested Table below for additional details regarding PSUs vested in 2012.
|
(3)
|
Valuations are based on the closing price of $30.72 per share of Amerens Common Stock on the NYSE on December 31, 2012, the date the 2010 PSU awards vested.
|
2011 and 2012 PSU Awards
The PSUP performance periods for the 2011 and 2012 grants will not end until December 31, 2013 and December 31, 2014, respectively. The figures in column (e) of the Summary Compensation
Table of this information statement for the years 2011 and 2012 represent the aggregate grant date fair values for the PSUP performance grants, computed as described in footnote (3) to the Summary Compensation Table. There is no guarantee that
such amounts will ultimately be earned by participants.
Perquisites
The limited perquisites that Ameren provides to the Executives are not designed to reward any particular performance or behavior. In 2012, Ameren chose to provide financial counseling services to provide
competitive value and promote retention of the Executives.
33
Retirement Benefits
The objective of retirement benefits is to provide post-employment security to employees of Ameren and its subsidiaries, including the Company. Such benefits are designed to reward continued service.
Ameren chooses to provide these benefits as an essential part of a total compensation package to remain competitive with those packages offered by other companies, particularly utilities.
There are three primary retirement benefit programs applicable to the Executives:
|
|
|
employee benefit plans that are available to all employees of Ameren, including 401(k) savings and tax-qualified retirement plans;
|
|
|
|
Supplemental Retirement Plan (the SRP) that provides the Executives a benefit equal to the difference between the benefit that would have
been paid if IRC limitations were not in effect and the reduced benefit payable as a result of such IRC limitations; and
|
|
|
|
a deferred compensation plan that provides the opportunity to defer part of base salary and all or a portion of non-equity incentive compensation as
well as earnings thereon to future years taxability. Beginning with plan years commencing on and after January 1, 2010, this includes deferrals of cash compensation above IRC limitations, together with Ameren matching credits on these
deferrals.
|
A more detailed explanation of retirement benefits applicable to the Executives is provided in
this information statement under the captions P
ENSION
B
ENEFITS
and N
ONQUALIFIED
D
EFERRED
C
OMPENSATION
below.
Change of Control Protections
Change of Control protections under Amerens Second Amended and Restated Change of Control Severance Plan, as amended,
are designed to reward Executives for remaining employed with us when their prospects for continued employment following certain transactions may be uncertain. The objectives of these Change of Control protections are to maintain a stable executive
team during the process and to assist us in attracting highly qualified executives into the Company. We choose to provide such protections in order to accomplish those objectives.
Change of control protections provide severance pay and, in some situations, vesting or payment of long-term incentive awards, upon a
Change of Control of Ameren. The arrangements provide market-level payments in the event of an involuntary termination not for Cause or a voluntary termination for Good Reason. Definitions of Change of Control,
Cause and Good Reason, as well as more complete descriptions of Change of Control protections are found below under the caption O
THER
P
OTENTIAL
P
OST
-E
MPLOYMENT
P
AYMENTS
Change of Control Protection In General
Change of Control Severance Plan
.
The triggers under the Change of Control Plan (as hereinafter defined) are structured so that payment and vesting occur only upon the
occurrence of both a change of control and loss of the Executives position.
Ameren considers it likely that it will
take more time for higher-level employees to find new employment than for other employees, and therefore senior management, including the Executives, generally are paid severance upon a termination for a longer period following
34
a Change of Control. The Committee considered this as well as the factors described in the preceding paragraph in structuring the cash payments described under O
THER
P
OTENTIAL
P
OST
-E
MPLOYMENT
P
AYMENTS
Change of Control Protection below, which an Executive would receive if terminated within two years following a Change of Control.
Common Stock Ownership Requirement
Ameren has a stock ownership requirement for the Ameren Leadership Team (which includes the Executives) in accordance with the positions listed below, that fosters long-term Ameren Common Stock ownership
and aligns the interests of the Executives and shareholders. The stock ownership requirement applicable to the Executives is included in Amerens Corporate Governance Guidelines. The requirement provides that each Executive is required to own
shares of Amerens Common Stock valued as a percentage of base salary as follows:
|
|
|
President and Chief Executive Officer of Ameren business segment: 2 times base salary; and
|
|
|
|
Other members of the Ameren Leadership Team: 1 times base salary.
|
At any time an Executive has not satisfied the applicable requirement, such officer must retain at least 75 percent of the after-tax
shares acquired pursuant to awards granted under Amerens equity compensation programs until the applicable requirement is satisfied.
Timing of Compensation Decisions and Awards
Amerens Board and the Committee establish meeting schedules annually, well in advance of each meeting to ensure a thorough and thoughtful decision process. Incentive compensation awards were made at
regularly scheduled meetings.
Following is a discussion of the timing of certain compensation decisions for 2012 at Ameren:
|
|
|
the Executives base salaries for 2012 were reviewed and a 2012 base salary increase for each of the Executives was approved at the December 2011
Committee meeting, as discussed under Base Salary above;
|
|
|
|
2012 EIP target opportunities (as a percentage of base salary) were established for the Executives and the range of 2012 EIP EPS goals for 2012 was set
at the December 2011 and February 2012 Committee meetings, respectively;
|
|
|
|
2012 PSU grants to the Executives were approved at the December 2011 Committee meeting; and
|
|
|
|
the final determination of the 2012 EIP and 2010 PSU awards were made at the February 2013 Committee meeting.
|
Decisions relating to material elements of compensation are fully deliberated by the Committee at each Committee meeting and, when
appropriate, over the course of several Committee meetings. This allows for any follow-up to questions from Committee members in advance of the final decision. The Committee makes long-term incentive grants at its December meeting of the year prior
to the year the grants are made. The Committee expects to continue to establish base salaries at its December meeting each year, effective in January.
35
Impact of Prior Compensation
Amounts realizable from prior compensation did not serve to increase or decrease 2012 compensation amounts. The Committees primary focus was on achieving market-level compensation opportunities.
Other Considerations for Changes in Compensation Opportunities
Market data, retention needs, general economic conditions and internal pay equity have been the primary factors considered in decisions to increase or decrease compensation opportunities materially.
Corporate and individual performance are the primary factors in determining the ultimate value of those compensation opportunities.
Role of
Executive Officers
For 2012, Amerens Chief Executive Officer (Mr. Voss) with the assistance of the Vice President and
Chief Human Resources Officer of Ameren Services (Mark C. Lindgren) recommended to the Committee compensation amounts for the Executives. (See discussion under Base Salary above.) Mr. Voss makes recommendations to the
Committee with respect to the compensation of the Executives and other senior executives. Mr. Voss possesses insight regarding individual performance levels, degree of experience and future promotion potential. In all cases, Mr. Voss
recommendations are presented to the Committee for review based on the market data provided by the Committees independent consultant. The Committee independently determines each Executives compensation, as discussed in this CD&A. No
Executive makes recommendations for setting his own compensation.
The Executives and other senior executives play a role in
the early states of design and evaluation of our compensation programs and policies. Because of their extensive familiarity with our business and corporate culture, these executives are in the position to suggest programs and policies to the
Committee and the independent consultant that will engage employees and provide effective incentives to produce outstanding financial and operating results for Ameren and its subsidiaries, including the Company, and their shareholders.
Ameren Policy Regarding the Economic Risk of Ameren Securities Ownership
Amerens Section 16 Trading Reporting Program prohibits executive officers and directors from engaging in pledges of Ameren securities or short sales, margin accounts and hedging or derivative
transactions with respect to Ameren securities. In addition, Amerens Corporate Compliance Policy prohibits directors and employees from entering any transaction which hedges (or offsets) any decrease in the value of Ameren equity securities,
as discussed under SECURITY OWNERSHIP S
ECURITY
O
WNERSHIP
OF
D
IRECTORS
AND
M
ANAGEMENT
above.
Other Compensation Matters
In
February 2011, due to the expected increase in the demand for high-level personnel in the nuclear power industry, Ameren entered into a retention agreement with Mr. Heflin to help ensure that the Company would continue to have his services at
the Companys nuclear energy center (the Retention Agreement). The Retention Agreement provides for a one-time performance-based stock award based on Mr. Heflins base salary, as of the effective date of the agreement
(March 1, 2011), after a three-year performance period. At the end of the three-year performance period (March 1, 2014) (the Determination Date), provided that Mr. Heflin remains an employee of the Company on such date, except as
36
provided below, Mr. Heflin will be paid in shares of Ameren Common Stock (the Retention Award). The value of the Retention Award will depend on an assessment of the overall
performance level of the Companys nuclear energy center for the performance period. If nuclear energy center performance during the performance period remains at a level consistent with its performance on March 1, 2011 the Retention Award
will be 100 percent of the target value (Mr. Heflins base salary on March 1, 2011). If nuclear energy center performance during the performance period increases or decreases compared to its performance on March 1, 2011, the
Committee will have discretion to adjust the payout level from 0 percent to 150 percent of the target value. In the event of termination of employment following a Change of Control (as hereinafter defined) under circumstances which would entitle
Mr. Heflin to receive certain benefits under the Change of Control Plan (as hereinafter defined), Mr. Heflin is entitled to receive the Retention Award and corresponding shares of Ameren Common Stock had he remained employed until the
Determination Date. In the event of death, disability or involuntary termination without Cause (as hereinafter defined) prior to the Determination Date, Mr. Heflin is entitled to receive the Retention Award and corresponding shares of Ameren
Common Stock had he remained employed until the Determination Date, but prorated based on Mr. Heflins duration of service and paid on the Determination Date.
Neither Ameren nor the Company has any written or unwritten employment agreements with any of the Executives. Each Executive is an employee at the will of Ameren or the Company.
37
C
OMPENSATION
T
ABLES
AND
N
ARRATIVE
D
ISCLOSURES
The following table sets forth compensation information for our Executives
for services rendered in all capacities to the Company and its affiliates, including Ameren, in fiscal years 2012, 2011 and 2010. You should refer to the section entitled Compensation Discussion and Analysis above for an explanation of
the elements used in setting the compensation for our Executives.
S
UMMARY
C
OMPENSATION
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal
Position at
December 31, 2012
(1)
(a)
|
|
Year
(b)
|
|
|
Salary
(2)
($)
(c)
|
|
|
Bonus
(2)
($)
(d)
|
|
Stock
Awards
(3)
($)
(e)
|
|
|
Option
Awards
(4)
($)
(f)
|
|
Non-Equity
Incentive Plan
Compensation
(2)(5)
($)
(g)
|
|
Change in
Pension
Value and
Nonqualified
Def. Comp.
Earnings
(6)
($)
(h)
|
|
All Other
Compensation
(7)
($)
(i)
|
|
Total
($)
(j)
|
|
W.L. Baxter
Chairman,
President and Chief Executive Officer, Ameren Missouri
|
|
|
2012
2011
2010
|
|
|
|
607,000
590,000
575,000
|
|
|
|
|
|
1,169,305
1,138,581
1,077,181
|
|
|
|
|
423,392
459,414
512,670
|
|
243,690
233,019
150,125
|
|
64,671
66,527
44,831
|
|
|
2,508,058
2,487,541
2,359,807
|
|
|
|
|
|
|
|
|
|
|
|
M.J. Lyons, Jr.
Executive Vice
President and Chief Financial Officer, Ameren Missouri and Ameren
|
|
|
2012
2011
2010
|
|
|
|
510,000
485,000
428,164
|
|
|
|
|
|
982,449
935,955
649,432
|
|
|
|
|
389,612
397,120
410,136
|
|
140,048
124,709
67,493
|
|
43,746
42,830
32,219
|
|
|
2,065,855
1,985,614
1,587,444
|
|
|
|
|
|
|
|
|
|
|
|
C.D. Naslund
Senior Vice
President, Ameren Missouri
|
|
|
2012
2011
2010
|
|
|
|
450,000
437,000
425,000
|
|
|
|
|
|
743,036
722,838
796,164
|
|
|
|
|
289,737
307,626
397,877
|
|
268,563
274,527
200,268
|
|
43,526
45,801
38,325
|
|
|
1,794,862
1,787,792
1,857,634
|
|
|
|
|
|
|
|
|
|
|
|
G.L. Nelson
Senior Vice
President, General Counsel and Secretary, Ameren Missouri and Ameren
|
|
|
2012
2011
|
|
|
|
416,000
382,405
|
|
|
|
|
|
732,689
310,928
|
|
|
|
|
303,984
294,255
|
|
149,322
107,101
|
|
37,146
30,671
|
|
|
1,639,141
1,125,360
|
|
|
|
|
|
|
|
|
|
|
|
A.C. Heflin
Senior Vice
President and Chief Nuclear Officer, Ameren Missouri
|
|
|
2012
2011
2010
|
|
|
|
417,000
400,000
357,300
|
|
|
|
|
|
688,553
1,061,652
669,338
|
|
|
|
|
281,275
281,580
302,640
|
|
109,365
99,384
60,970
|
|
34,340
34,117
24,726
|
|
|
1,530,533
1,876,733
1,414,974
|
|
(1)
|
Includes compensation received as an officer of Ameren and its subsidiaries (including Ameren Missouri), except that Messrs. Baxter and Heflin serve as officers of
Ameren Missouri only and not of Ameren or its other subsidiaries, and Mr. Naslund served as an officer of Ameren Missouri only and not of Ameren or its other subsidiaries (except that prior to March 2, 2011, Mr. Naslund served as an
officer of Resources Company only and not of Ameren or its other subsidiaries). On January 1, 2013, Mr. Naslund relinquished his officer position at the Company and was elected Senior Vice President of Ameren Services, and effective March
1, 2013, he was elected Executive Vice President of Ameren Services. Mr. Nelson was the Vice President, Tax and Deputy General Counsel of Ameren Services and Vice President of the Company and Ameren Illinois during 2011 until March 2,
2011.
|
(2)
|
Cash compensation received by each Executive for fiscal years 2012, 2011 and 2010 is found in either the Salary or Non-Equity Incentive Plan Compensation column of this
Table. The amounts that would generally be considered bonus awards are found under Non-Equity Incentive Plan Compensation in column (g).
|
(3)
|
For each Executive, the amounts in column (e) represent the aggregate grant date fair value computed in accordance with authoritative accounting
guidance of PSU awards under the 2006 Omnibus Incentive Compensation Plan without regard to estimated forfeitures related to service-based vesting conditions. For 2012 PSU grants, the calculations reflect an accounting value of 107.7 percent of the
target value, for 2011 grants 111.4 percent of target value, and for 2010 grants 114.5 percent of target value.
|
38
|
In addition, for Mr. Heflin, the amount in column (e) for 2011 includes the aggregate grant date fair value computed in accordance with authoritative accounting guidance of the
Retention Award under the 2006 Omnibus Incentive Compensation Plan without regard to estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of the amounts in column (e) are described in
Note 12 to our audited financial statements for the fiscal year ended December 31, 2012 included in our 2012 Form 10-K.
|
The amounts reported for PSU award grants in column (e) do not reflect actual compensation realized by the Executives and are not a guarantee of the amount that the Executive will actually receive
from the grant of the respective PSU awards and Retention Award, as applicable. The actual compensation realized by the Executives will be based upon the share price of Amerens Common Stock at payout. The PSUP performance periods for the 2011
and 2012 grants will not end until December 31, 2013 and December 31, 2014, respectively, and, as such, the actual value, if any, of the PSU awards will generally depend on the Companys achievement of certain market performance
measures during these periods. Mr. Heflins Retention Agreement performance period will not end until March 1, 2014 and, as such, the actual value, if any, of the Retention Award will generally depend on overall performance level of
the Companys nuclear energy center during the three-year performance period. For information regarding the terms of the awards, the description of vesting conditions, and the criteria for determining the amounts payable, including 2010 PSU
awards granted, see C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
.
(4)
|
None of the Executives received any option awards in 2012, 2011 or 2010.
|
(5)
|
Represents payouts for performance under the applicable years EIP. See C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
for a discussion of how amounts were determined for 2012.
|
(6)
|
Amounts shown in column (h) are the sum of (1) the increase in the actuarial present value of each Executives accumulated benefit under all defined
benefit and actuarial pension plans (including the SRP) from December 31 of the prior fiscal year to December 31 of the applicable fiscal year and (2) the above-market portion of interest determined in accordance with SEC disclosure
rules as the difference between the interest credited at the rate in Amerens deferred compensation plan and interest that would be credited at 120 percent of the applicable federal long-term rate (the AFR) published by the
Internal Revenue Service (IRS) and calculated as of January 1, 2013 for the year ended December 31, 2012, as of January 1, 2012 for the year ended December 31, 2011 and as of January 1, 2011 for the year ended
December 31, 2010. The table below shows the allocation of these amounts for each Executive. For 2012, the applicable interest rate for the deferred compensation plan was 7.10 percent for amounts deferred prior to January 1, 2010 and
3.37 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 2.78 percent published by the IRS and calculated as of
January 2013. For 2011, the applicable interest rate for the deferred compensation plan was 7.44 percent for amounts deferred prior to January 1, 2010 and 4.24 percent for amounts deferred on or after January 1, 2010. The above-market
earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 5.02 percent published by the IRS and calculated as of January 2012. For 2010, the applicable interest rate for the deferred compensation plan
was 7.97 percent for amounts deferred prior to January 1, 2010 and 5.02 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the
AFR of 4.66 percent published by the IRS and calculated as of January 2011.
|
39
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Year
|
|
|
Pension Plan
Increase
($)
|
|
|
Deferred Compensation Plan
Above-Market
Interest
($)
|
Baxter
|
|
|
2012
2011
2010
|
|
|
|
198,980
191,690
120,580
|
|
|
44,710
41,329
29,545
|
Lyons
|
|
|
2012
2011
2010
|
|
|
|
140,048
124,709
67,493
|
|
|
|
Naslund
|
|
|
2012
2011
2010
|
|
|
|
182,519
194,990
148,205
|
|
|
86,044
79,537
52,063
|
Nelson
|
|
|
2012
2011
|
|
|
|
137,923
96,564
|
|
|
11,399
10,537
|
Heflin
|
|
|
2012
2011
2010
|
|
|
|
99,069
89,867
54,166
|
|
|
10,296
9,517
6,804
|
For assumptions and methodology regarding the determination of pension values, please refer to the
footnotes under the Pension Benefits Table.
(7)
|
The amounts in column (i) reflect for each Executive matching contributions allocated by Ameren to each Executive pursuant to Amerens 401(k) savings plan,
which is available to all salaried employees, and the cost of insurance premiums paid by Ameren with respect to term life insurance, which amount each Executive is responsible for paying income tax. In 2012, Amerens 401(k) matching
contributions, including the 401(k) Restoration Benefit as described in N
ONQUALIFIED
D
EFERRED
C
OMPENSATION
Executive Deferred Compensation Plan Participation below, for each of
the Executives were as follows: Mr. Baxter $47,989; Mr. Lyons $40,820; Mr. Naslund $34,093; Mr. Nelson $31,961 and Mr. Heflin $31,436. In 2012, the amount in column (i) for
Mr. Baxter also includes the costs for tax and financial planning services, spouse business travel and personal use of a Company-provided telephone during 2012.
|
40
The following table provides additional information with respect to stock-based awards
granted in 2012, the value of which was provided in the Stock Awards column of the Summary Compensation Table with respect to 2012 grants, and the potential range of payouts associated with the 2012 EIP.
G
RANTS
OF
P
LAN
-B
ASED
A
WARDS
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
(a)
|
|
Grant Date
(1)
|
|
Committee
Approval
Date
(1)
|
|
Estimated Future Payouts
Under
Non-Equity Incentive
Plan
Awards
(2)
|
|
Estimated Future Payouts Under Equity
Incentive Plan
Awards
(3)
|
|
All Other
Stock Awards:
Number of
Shares of
Stock
or Units
(#)
(i)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(4)
(#)
(j)
|
|
Exercise
or Base
Price of
Option
Awards
(4)
($/Sh)
(k)
|
|
Grant Date
Fair Value
of Stock
and Option
Awards
(5)
($)
(l)
|
|
|
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
Threshold
($)(#)
|
|
Target
($)(#)
|
|
|
Maximum
($)(#)
|
|
|
|
|
|
(b)
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
(f)
|
|
(g)
|
|
|
(h)
|
|
|
|
|
Baxter
|
|
|
|
|
|
|
197,275
|
|
|
|
394,550
|
|
|
789,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PSUP: 1/1/12
|
|
12/8/11
|
|
|
|
|
|
|
|
|
|
|
|
9,832
|
|
|
32,772
|
|
|
65,544
|
|
|
|
|
|
|
|
|
1,169,305
|
|
Lyons
|
|
|
|
|
|
|
165,750
|
|
|
|
331,500
|
|
|
663,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PSUP: 1/1/12
|
|
12/8/11
|
|
|
|
|
|
|
|
|
|
|
|
8,261
|
|
|
27,535
|
|
|
55,070
|
|
|
|
|
|
|
|
|
982,449
|
|
Naslund
|
|
|
|
|
|
|
135,000
|
|
|
|
270,000
|
|
|
540,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PSUP: 1/1/12
|
|
12/8/11
|
|
|
|
|
|
|
|
|
|
|
|
6,248
|
|
|
20,825
|
|
|
41,650
|
|
|
|
|
|
|
|
|
743,036
|
|
Nelson
|
|
|
|
|
|
|
135,200
|
|
|
|
270,400
|
|
|
540,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PSUP: 1/1/12
|
|
12/8/11
|
|
|
|
|
|
|
|
|
|
|
|
6,161
|
|
|
20,535
|
|
|
41,070
|
|
|
|
|
|
|
|
|
732,689
|
|
Heflin
|
|
|
|
|
|
|
125,100
|
|
|
|
250,200
|
|
|
500,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PSUP: 1/1/12
|
|
12/8/11
|
|
|
|
|
|
|
|
|
|
|
|
5,789
|
|
|
19,298
|
|
|
38,596
|
|
|
|
|
|
|
|
|
688,553
|
|
(1)
|
The 2012 PSU target awards were approved by the Committee on December 8, 2011 and, in accordance with authoritative accounting guidance, granted on January 1,
2012. See C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
for a discussion of the timing of various pay decisions.
|
(2)
|
The amounts shown in column (c) reflect the threshold payment level under the 2012 EIP which is 50 percent of the target amount shown in column (d). The
amount shown in column (e) is 200 percent of such target amount. See C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
for information regarding the description of
performance-based conditions.
|
(3)
|
For each Executive, the amounts shown (denominated in shares of Ameren Common Stock) in column (f) reflect the threshold 2012 PSU award grant which is
30 percent of the target amount shown in column (g). The amount shown in column (h) is 200 percent of such target amount. See C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
for information regarding the terms of the awards, the description of performance-based vesting conditions and the criteria for determining the amounts payable.
|
(4)
|
None of the Executives received any option awards in 2012.
|
(5)
|
For each Executive, represents the grant date fair value of the 2012 PSU awards determined in accordance with authoritative accounting guidance, excluding the effect of
estimated forfeiture. Assumptions used in the calculation of these amounts are referenced in footnote (3) to the Summary Compensation Table. There is no guarantee that, if and when the 2012 PSU awards vest, they will have this value.
|
41
N
ARRATIVE
D
ISCLOSURE
TO
S
UMMARY
C
OMPENSATION
T
ABLE
AND
G
RANTS
OF
P
LAN
-B
ASED
A
WARDS
T
ABLE
See C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
for further
information relating to each Executive regarding the terms of awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table and for discussions regarding officer stock ownership requirements, dividends paid on equity
awards, and allocations between short-term and long-term compensation.
The following table provides information regarding the
outstanding equity awards held by each of the Executives as of December 31, 2012.
O
UTSTANDING
E
QUITY
A
WARDS
AT
F
ISCAL
Y
EAR
-E
ND
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
(1)
|
|
Stock Awards
|
Name
(a)
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
(b)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
(c)
|
|
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)
|
|
Option
Exercise
Price
($)
(e)
|
|
Option
Expiration
Date
(f)
|
|
Number of
Shares or
Units of Stock
That Have Not
Vested
(#)
(g)
|
|
Market
Value of
Shares or
Units of
Stock
That
Have
Not Vested
($)
(h)
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units, or Other
Rights That
Have Not
Vested
(2)
(#)
(i)
|
|
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned Shares,
Units, or Other
Rights That Have
Not Vested
(2)(3)
($)
(j)
|
Baxter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,359
|
|
686,868
|
Lyons
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,567
|
|
570,378
|
Naslund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,201
|
|
436,255
|
Nelson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,758
|
|
299,766
|
Heflin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,073
|
|
401,603
|
(1)
|
None of the Executives hold any options to purchase shares of Amerens Common Stock.
|
(2)
|
For each Executive, represents 2011 and 2012 PSU award grants at threshold.
|
The 2011 and the 2012 PSU awards vest, subject to Ameren achieving the required performance threshold and continued employment of the Executive, as of December 31, 2013 and December 31, 2014,
respectively, for all Executives. See C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
Long-Term Incentives: Performance Share Unit Program (PSUP).
For Mr. Heflin, additionally represents Retention Award grant at target. The Retention Award vests, subject to
performance level of the Companys nuclear energy center and the continued employment of Mr. Heflin, as of March 1, 2014. See C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
Other Compensation Matters.
(3)
|
The dollar value of the payment of the 2011 and the 2012 PSU awards is based on achieving the threshold (minimum) performance goals for such awards. Valuations are
based on the closing price of $30.72 per share of Amerens Common Stock on the NYSE on December 31, 2012. There is no guarantee that, if and when the 2011 and 2012 PSU awards or the Retention Award vest, they will have this value.
|
42
The following table provides the amounts received upon exercise of options or similar
instruments or the vesting of stock or similar instruments during the most recent fiscal year.
O
PTION
E
XERCISES
AND
S
TOCK
V
ESTED
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
(1)
|
|
Stock Awards
|
|
Name
(a)
|
|
Number of Shares
Acquired on
Exercise
(#)
(b)
|
|
Value Realized
on Exercise
($)
(c)
|
|
Number of Shares
Acquired
on
Vesting
(2)
(#)
(d)
|
|
Value
Realized on
Vesting
(3)
($)
(e)
|
|
Baxter
|
|
|
|
|
|
11,832
|
|
|
363,479
|
|
Lyons
|
|
|
|
|
|
7,134
|
|
|
219,156
|
|
Naslund
|
|
|
|
|
|
8,745
|
|
|
268,646
|
|
Nelson
|
|
|
|
|
|
3,476
|
|
|
106,783
|
|
Heflin
|
|
|
|
|
|
7,352
|
|
|
225,853
|
|
(1)
|
None of the Executives hold any options to purchase shares of Amerens Common Stock.
|
(2)
|
Represents 2010 PSU award grants earned as of December 31, 2012. During the performance period for the 2010 PSU awards ending December 31, 2012, Executives
were credited with dividend equivalents on 2010 PSU award grants, which represented the right to receive shares of Ameren Common Stock measured by the dividend payable with respect to the corresponding number of 2010 PSU awards. Dividend equivalents
on 2010 PSU awards accrued at target levels and were reinvested into additional 2010 PSU awards throughout the three-year performance period. For each Executive, the actual dividend equivalents paid out on PSU awards varies from 0 percent to 200
percent of the target number of PSUs granted to each Executive and is based on the performance of Ameren during each respective PSU award performance period. The number of 2010 PSUs ultimately earned by each Executive through dividend reinvestment,
at 5.2 percent of the original target levels accrued, was as follows: Mr. Baxter 1,734 units; Mr. Lyons 1,046 units; Mr. Naslund 1,282 units; Mr. Nelson 509 units and Mr. Heflin 1,078 units.
|
(3)
|
The value of the vested 2010 PSUs is based on the closing price of $30.72 per share of Amerens Common Stock on the NYSE on December 31, 2012.
|
43
P
ENSION
B
ENEFITS
The table below provides the actuarial present value of the Executives accumulated benefits under Amerens retirement plans
and the number of years of service credited to each Executive under these plans.
P
ENSION
B
ENEFITS
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
Name
(a)
|
|
Plan Name
(b)
|
|
Number of
Years Credited
Service
(#)
(c)
|
|
Present Value of
Accumulated
Benefit
(1)(2)
($)
(d)
|
|
|
Payments During
Last Fiscal
Year
(3)
($)
(e)
|
Baxter
|
|
1) Retirement Plan
|
|
17
|
|
|
335,774
|
|
|
|
|
|
2) SRP
|
|
17
|
|
|
872,243
|
|
|
|
Lyons
|
|
1) Retirement Plan
|
|
11
|
|
|
277,232
|
|
|
|
|
|
2) SRP
|
|
11
|
|
|
352,432
|
|
|
|
Naslund
|
|
1) Retirement Plan
|
|
38
|
|
|
1,148,684
|
|
|
|
|
|
2) SRP
|
|
38
|
|
|
585,065
|
|
|
|
Nelson
|
|
1) Retirement Plan
|
|
17
|
|
|
525,474
|
|
|
|
|
|
2) SRP
|
|
17
|
|
|
361,174
|
|
|
|
Heflin
|
|
1) Retirement Plan
|
|
7
|
|
|
202,719
|
|
|
|
|
|
2) SRP
|
|
7
|
|
|
209,294
|
|
|
|
(1)
|
Represents the actuarial present value of the accumulated benefits relating to the Executives under the Retirement Plan (defined below) and the SRP as of
December 31, 2012. See Note 11 to our audited consolidated financial statements for the year ended December 31, 2012 included in our 2012 Form 10-K for an explanation of the valuation method and all material assumptions applied in
quantifying the present value of the accumulated benefit. The calculations were based on retirement at the plan normal retirement age of 65, included no pre-retirement decrements in determining the present value, used an 80 percent lump
sum/20 percent annuity payment form assumption, and used the plan valuation mortality assumptions after age 65 in the 1994 Group Annuity Reserving Table. Cash balance accounts were projected to age 65 using the 2012 plan interest
crediting rate of 5.0 percent.
|
(2)
|
The following table provides the Cash Balance Account Lump Sum Value for accumulated benefits relating to the Executives under the cash balance account under the
Retirement Plan and the SRP at December 31, 2012 as an alternative to the presentation of the actuarial present value of the accumulated benefits relating to the Executives under the Retirement Plan and the SRP as of December 31, 2012.
|
|
|
|
|
|
|
|
Name
|
|
Plan Name
|
|
Cash Balance Account
Lump Sum
Value
($)
|
|
Baxter
|
|
1) Retirement Plan
|
|
|
273,086
|
|
|
|
2) SRP
|
|
|
709,399
|
|
Lyons
|
|
1) Retirement Plan
|
|
|
213,232
|
|
|
|
2) SRP
|
|
|
271,072
|
|
Naslund
|
|
1) Retirement Plan
|
|
|
1,019,590
|
|
|
|
2) SRP
|
|
|
519,313
|
|
Nelson
|
|
1) Retirement Plan
|
|
|
445,248
|
|
|
|
2) SRP
|
|
|
306,033
|
|
Heflin
|
|
1) Retirement Plan
|
|
|
160,206
|
|
|
|
2) SRP
|
|
|
165,402
|
|
44
(3)
|
All Executives are active and were not eligible for payments prior to December 31, 2012.
|
Ameren Retirement Plan
Retirement benefits for the Executives fall under the
Benefits for Salaried Employees (the Cash Balance Account). Most salaried employees of Ameren and its subsidiaries, including the Executives, earn benefits in the Cash Balance Account under the Ameren Retirement Plan (the
Retirement Plan) immediately upon employment. Benefits become vested after three years of service.
On an annual
basis a bookkeeping account in a participants name is credited with an amount equal to a percentage of the participants pensionable earnings for the year. Pensionable earnings include base salary and annual EIP compensation, which are
equivalent to amounts shown in columns (c) and (g) in the Summary Compensation Table. The applicable percentage is based on the participants age as of December 31 of that year.
|
|
|
Participants Age
on December 31
|
|
Regular Credit for Pensionable Earnings*
|
Less than 30
|
|
3%
|
30 to 34
|
|
4%
|
35 to 39
|
|
4%
|
40 to 44
|
|
5%
|
45 to 49
|
|
6%
|
50 to 54
|
|
7%
|
55 and over
|
|
8%
|
|
*
|
An additional regular credit of three percent is received for pensionable earnings above the Social Security wage base.
|
|
These accounts also receive interest credits based on the average yield for
one-year U.S. Treasury constant maturity for the previous October, plus one percent. The minimum interest credit is five percent.
Effective January 1, 2001, an enhancement account was added that provides a $500 additional credit at the end of each year.
The normal retirement age under the Cash Balance Account structure and the SRP is 65. Neither the Cash Balance Account structure nor the SRP contains provisions for crediting extra years of service or for
early retirement. When a participant terminates employment (including as a result of retirement), the amount credited to the participants account is converted to an annuity or paid to the participant in a lump sum. The participant can also
choose to defer distribution, in which case the account balance is credited with interest at the applicable rate until the future date of distribution.
Ameren Supplemental Retirement Plan
In certain cases, pension benefits under the
Retirement Plan are reduced to comply with maximum limitations imposed by the IRC. The SRP is maintained by Ameren to provide for a supplemental benefit equal to the difference between the benefit that would have been paid if such IRC limitations
were not in effect and the reduced benefit payable as a result of such IRC limitations. Any Executive whose pension benefits under the Retirement Plan would exceed IRC limitations or who participates in the deferred compensation plan described below
is eligible to participate in the SRP. The SRP is unfunded and is not a qualified plan under the IRC.
45
There is no offset under either the Retirement Plan or the SRP for Social Security benefits
or other offset amounts.
N
ONQUALIFIED
D
EFERRED
C
OMPENSATION
The following table discloses contributions, earnings and balances under the nonqualified deferred compensation plan for each
Executive.
N
ONQUALIFIED
D
EFERRED
C
OMPENSATION
T
ABLE
|
|
|
|
|
|
|
|
|
|
|
Name
(a)
|
|
Executive
Contributions
in 2012
(1)
($)
(b)
|
|
Company
Contributions
in 2012
(2)
($)
(c)
|
|
Aggregate
Earnings
in 2012
(3)
($)
(d)
|
|
Aggregate
Withdrawals/
Distributions
($)
(e)
|
|
Aggregate Balance
at 12/31/12
(4)
($)
(f)
|
Baxter
|
|
48,985
|
|
36,739
|
|
88,364
|
|
|
|
1,498,879
|
Lyons
|
|
39,427
|
|
29,570
|
|
17,489
|
|
|
|
194,179
|
Naslund
|
|
331,934
|
|
22,843
|
|
171,391
|
|
|
|
2,952,186
|
Nelson
|
|
27,615
|
|
20,711
|
|
24,746
|
|
|
|
393,594
|
Heflin
|
|
54,348
|
|
20,186
|
|
30,319
|
|
|
|
467,055
|
(1)
|
A portion of these amounts is also included in amounts reported for 2012 as Salary in column (c) of the Summary Compensation Table. These amounts also
include a portion of amounts reported as Non-Equity Incentive Plan Compensation in our 2012 information statement, representing compensation paid in 2012 for performance during 2011.
|
(2)
|
All of the Company matching contributions reported for each Executive are included in the amounts reported in column (i) of the Summary Compensation Table.
|
(3)
|
The dollar amount of aggregate interest earnings accrued during 2012. The above-market interest component of these amounts earned on deferrals made prior to
January 1, 2010 with respect to plan years beginning on or prior to January 1, 2010 and for deferrals made prior to January 1, 2010 with respect to plan years beginning on or after January 1, 2011 is included in amounts reported
in column (h) of the Summary Compensation Table. See footnote (6) to the Summary Compensation Table for the amounts of above-market interest. There are no above-market or preferential earnings on compensation deferred with respect to plan
years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010.
|
(4)
|
The dollar amount of the total balance of the Executives account as of December 31, 2012 consists of the following elements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Executive
Contributions
($)
|
|
|
Company
Matching Contributions
($)
|
|
Interest
Earnings
($)
|
|
|
Total
($)
|
|
|
Amount Previously Reported as
Compensation in
Prior Years
(1)
($)
|
Baxter
|
|
|
845,389
|
|
|
101,732
|
|
|
551,758
|
|
|
|
1,498,879
|
|
|
890,180
|
Lyons
|
|
|
100,915
|
|
|
75,687
|
|
|
17,577
|
|
|
|
194,179
|
|
|
107,604
|
Naslund
|
|
|
1,934,257
|
|
|
66,288
|
|
|
951,641
|
|
|
|
2,952,186
|
|
|
1,619,734
|
Nelson
|
|
|
294,941
|
|
|
43,434
|
|
|
55,219
|
|
|
|
393,594
|
|
|
46,263
|
Heflin
|
|
|
322,828
|
|
|
52,427
|
|
|
91,800
|
|
|
|
467,055
|
|
|
195,429
|
|
(1)
|
Represents amounts previously reported as compensation to the Executive in the Companys Summary Compensation Table in previous years.
|
46
Executive Deferred Compensation Plan Participation
Pursuant to an optional deferred compensation plan available to executive officers and certain key employees, Executives may annually
choose to defer up to 50 percent (in one percent increments) of their salary and up to 100 percent (in one percent increments or amounts in excess of a threshold) of cash incentive awards. There are no minimum dollar thresholds for
deferrals. At the request of a participant, Ameren may, in its discretion, waive the 50 percent limitation.
The Ameren
Deferred Compensation Plan, as amended and restated, effective January 1, 2010 (the Ameren Deferred Compensation Plan), changed the interest crediting rates for deferrals made with respect to plan years commencing on and after
January 1, 2010 and added a 401(k) restoration benefit for eligible officers of Ameren and its subsidiaries, including the Executives, whose total salary and short-term incentive award exceeds the limit on compensation in effect under the IRC.
In October 2010, Ameren adopted an amendment to the Ameren Deferred Compensation Plan for plan years beginning on and after January 1, 2011 to change the measurement period for the applicable interest rates to amounts deferred under such plan
prior to January 1, 2010 and to clarify that matching contributions made under the plan are based upon all of a participants deferrals under the plan during a plan year. Pursuant to the Ameren Deferred Compensation Plan, amounts deferred
(and interest attributable thereto), other than the 401(k) Restoration Benefit (as defined below), accrue interest at the rate to be applied to the participants account balance depending on (1) the plan year for which the rate is being
calculated and (2) the year in which the deferral was made, as follows:
|
|
|
|
|
Calculation for Plan Year
|
|
Deferral Date
|
|
Rate
|
Plan Years beginning on or prior to January 1, 2010
|
|
Deferrals prior to January 1, 2010
|
|
150 percent of the average of the monthly Mergents Seasoned AAA Corporate Bond Yield Index rate (the Officers Deferred Plan Index Rate) for the calendar year
immediately preceding such plan year for 2012 such interest crediting rate was 7.10 percent
|
|
|
|
Plan Years beginning on or after January 1, 2010
|
|
Deferrals on and after January 1, 2010
|
|
120 percent of the AFR for the December immediately preceding such plan year (the Officers Deferred Plan Interest Rate) for 2012 such interest crediting rate was
3.37 percent
|
Under the Ameren Deferred Compensation Plan, upon a participants termination of employment with
Ameren and/or its subsidiaries, including the Company, prior to age 55 and after the occurrence of a Change of Control (as defined under O
THER
P
OTENTIAL
P
OST
-E
MPLOYMENT
P
AYMENTS
Change of Control Protection In General Change of Control Severance Plan below) the balance in such participants deferral account, with interest as described in the table above, shall be
distributed in a lump sum within 30 days after the date the participant terminates employment.
The 401(k) Restoration Benefit
allows eligible officers of Ameren and its subsidiaries, including the Executives, to also defer a percentage of salary and/or EIP awards
47
in excess of the limit on compensation then in effect under the IRC (currently $250,000), in one percent increments, up to a maximum of six percent of total salary and EIP awards (a
401(k) Restoration Deferral, together with Amerens 401(k) matching credit described below, the 401(k) Restoration Benefit). Under the Ameren Deferred Compensation Plan, Ameren credits each participating officers
deferral account with a matching credit equal to 100 percent of the first three percent of salary and EIP awards and 50 percent of the remaining salary and EIP awards deferred by the participant, including a 401(k) Restoration Deferral. In
general, eligible participants, including the Executives, may direct the deemed investment of the 401(k) Restoration Benefit in accordance with the investment options that are generally available under Amerens 401(k) savings investment
plan, except for the Ameren stock fund.
As a result of the changes described in this section, no preferential or above-market
earnings are paid pursuant to the Ameren Deferred Compensation Plan with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010. The investment returns for the funds elected by
Executives under the Ameren Deferred Compensation Plan in 2012 were as follows:
|
|
|
|
|
Name of Fund
|
|
Percentage
Rate
of Return
|
|
Allianz NFJ Dividend Value Fund-Institutional Class
|
|
|
14.37
|
%
|
American Funds EuroPacific Growth Fund-Class R6
|
|
|
19.54
|
%
|
BlackRock US Treasury Inflation Protected
Securities Non-Lendable Fund-Class F
|
|
|
6.92
|
%
|
Northern Trust Stable Asset Fund
|
|
|
2.90
|
%
|
BlackRock LifePath 2025 Portfolio-Class G
|
|
|
12.10
|
%
|
BlackRock LifePath 2030 Portfolio-Class G
|
|
|
13.23
|
%
|
PIMCO Total Return Fund-Institutional Class
|
|
|
10.36
|
%
|
BlackRock Equity Index Fund-Class T
|
|
|
15.99
|
%
|
Large Cap Growth Equity Fund
|
|
|
17.25
|
%
|
BlackRock Russell 2500 Index Fund-Class M
|
|
|
18.15
|
%
|
Small/Mid Cap Equity Fund
|
|
|
1.70
|
%
|
After the participant retires, the deferred amounts (and interest attributable thereto), other than the
401(k) Restoration Benefit, accrue interest as follows:
|
|
|
|
|
Calculation for Plan Year
|
|
Deferral Date
|
|
Rate
|
Plan Years beginning on or prior to January 1, 2010
|
|
Deferrals prior to January 1, 2010
|
|
Average monthly Mergents Seasoned AAA Corporate Bond Yield Index rate (the Officers Deferred Plan Base Index Rate) for the calendar year immediately preceding such
plan year for 2012 such interest crediting rate was 4.73 percent
|
|
|
|
Plan Years beginning on or after January 1, 2010
|
|
Deferrals on and after January 1, 2010
|
|
Officers Deferred Plan Interest Rate for 2012 such interest crediting rate was 3.37 percent
|
The plan compounds interest annually and the rate is calculated as of the first day of the plan year.
48
A participant may choose to receive the deferred amounts at retirement in a lump sum
payment or in installments over a set period of up to 15 years. In the event a participant terminates employment with Ameren and its subsidiaries, including the Company, prior to age 55, the balance in such participants deferral
account is distributable in a lump sum to the participant within 30 days of the date the participant terminates employment.
Participants are 100 percent vested at all times in the value of their contributions, investment earnings and any Ameren 401(k) matching credits. A participants benefit will be comprised of separate
bookkeeping accounts evidencing his or her interest in each of the investment funds in which contributions and applicable matching contributions have been deemed invested. While no actual contributions are made to the funds, earnings or losses are
calculated using the valuation methodology employed by the record keeper for each of the corresponding funds. Participants may generally transfer investments among various investment alternatives on a daily basis, subject to the provisions of the
Ameren Deferred Compensation Plan.
Distributions from the Ameren Deferred Compensation Plan will be paid in cash.
Participants may also elect to receive distributions in a single lump sum or in substantially equal annual or monthly installments over a period of 5, 10 or 15 years.
O
THER
P
OTENTIAL
P
OST
-E
MPLOYMENT
P
AYMENTS
Employment Agreements
Neither Ameren nor the Company has employment agreements
with the Executives.
General Severance Plan
Ameren maintains a Severance Plan for Management Employees which provides for severance based on years of service and weeks of pay for all salaried full-time employees on the active payroll. The
Executives are covered under this plan in the event of a qualified termination (defined under the plan) and are eligible for severance on the same basis as other full-time salaried employees.
Change of Control Protection
In General
Change of Control Severance Plan.
In 2008, Amerens Board of Directors adopted an Ameren Second Amended and Restated Change of
Control Severance Plan, as amended (the Change of Control Plan). Other Ameren plans also carry change of control provisions.
Severance and PSUP provisions pursuant to a Change of Control (as defined below) were redesigned or designed by the Committee in 2006 and subsequent changes to the Change of Control Plan have been made in
response to various changes in tax laws. The Change of Control Plan was amended in 2009 to eliminate reimbursement and gross-up payments in connection with any excise taxes that may be imposed on benefits received by any officers who first become
designated as entitled to receive benefits under the Change of Control Plan on or after October 1, 2009.
Under the
Change of Control Plan, designated officers of Ameren and its subsidiaries, including the Executives, are entitled to receive severance benefits if their employment is terminated without Cause (as defined below) or by the Executive for Good Reason
(as defined below) within two years after a Change of Control.
49
Definitions of Change of Control, Cause and Good Reason
A change of control (Change of Control) occurs under the Change of Control Plan, in general, upon:
(i) the acquisition of 20 percent or more of the outstanding Common Stock of Ameren or of the combined voting power
of the outstanding voting securities of Ameren;
(ii) a majority change in composition of the board of
directors;
(iii) a reorganization, merger or consolidation, sale or other disposition of all or substantially
all of the assets of Ameren, unless current shareholders continue to own 60 percent or more of the surviving entity immediately following the transaction; or
(iv) approval by Ameren shareholders of a complete liquidation or dissolution of Ameren.
Cause is defined as follows:
(i) the participants willful failure to substantially perform his or her duties with Ameren (other than any such failure resulting from the participants disability), after notice and
opportunity to remedy;
(ii) gross negligence in the performance of the participants duties which results
in material financial harm to Ameren;
(iii) the participants conviction of, or plea of guilty or
nolo
contendere
to, any felony or any other crime involving the personal enrichment of the participant at the expense of Ameren or shareholders of Ameren; or
(iv) the participants willful engagement in conduct that is demonstrably and materially injurious to Ameren,
monetarily or otherwise.
Good Reason is defined as follows:
(i) a net reduction of the participants authorities, duties, or responsibilities as an executive and/or officer of
Ameren;
(ii) required relocation of more than 50 miles;
(iii) any material reduction of the participants base salary or target bonus opportunity;
(iv) reduction in grant-date value of long-term incentive opportunity;
(v) failure to provide the same aggregate value of employee benefit or retirement plans in effect prior to a Change of
Control;
(vi) failure of a successor to assume the Change of Control Plan agreements; or
(vii) a material breach of the Change of Control Plan.
If an Executives employment is terminated without Cause or by the Executive for Good Reason within two years after a Change of
Control, the Executive will receive a cash lump sum equal to the following:
(i) salary and unpaid vacation pay
through the date of termination;
(ii) pro rata EIP compensation for the year of termination;
50
(iii) three years worth of each of base salary, target EIP
compensation and additional pension credit; and
(iv) reimbursement and gross-up for any excise tax imposed on
benefits received by the Executive from Ameren, assuming such payments (as defined by the IRS) are at least 110 percent of the imposed cap under the IRC; provided that officers who first become designated as entitled to receive benefits under
the Change of Control Plan on or after October 1, 2009, are not eligible to receive reimbursement and gross-up for any such excise tax.
In addition to the cash lump sum payment, any such Executive shall (i) continue to be eligible for welfare benefits during the three-year severance period, provided that if the Executive becomes
reemployed with another employer and is eligible to receive such welfare benefits under such other employers plan, the Companys health and welfare benefits will be secondary to those provided under such other plan during the severance
period and (ii) receive, as incurred, up to $30,000 for the cost of outplacement services (not available for a Good Reason termination).
Following are details of how the above items are calculated.
|
|
|
Retirement Plan Benefit Assumptions
. Amount equal to the difference between (a) the account balance under the Retirement Plan and SRP which
the participant would receive if his or her employment continued during the three-year period upon which severance is received (assuming the participants compensation during such period would have been equal to his or her compensation as in
effect immediately prior to termination), and (b) the actual account balance (paid or payable) under such plans as of the date of termination.
|
|
|
|
Welfare Benefit Payment Assumptions
. Continued coverage for the Executives family with medical, dental, life insurance and executive life
insurance benefits as if employment had not been terminated during the three-year period upon which severance is received. The calculation and the corresponding amounts set forth in the Estimated Potential Post-Employment Payments tables below
assume full cost of benefits over the three-year period. In addition, the Executives family receives additional retiree medical benefits (if applicable) as if employment had not been terminated during the three-year period upon which severance
is received. All retiree medical benefits are payable only in their normal form as monthly premium payments. The actuarial present value of the additional retiree medical benefits is included, calculated based on retirement at the end of the
three-year severance period, a graded discount rate assumption of 0.29 percent for payment duration of three years or less, 1.14 percent for payment duration of over three but not more than nine years and 2.89 percent for payment
duration over nine years, and post-retirement mortality according to the RP-2000 (generational) table. (No pre-retirement mortality.)
|
Ability to Amend or Terminate Change of Control Plan
Amerens Board may
amend or terminate the Change of Control Plan at any time, including designating any other event as a Change of Control, provided that the Change of Control Plan may not be amended or terminated (i) following a Change of Control, (ii) at
the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (iii) otherwise in connection with or in anticipation of a Change of Control in any manner that could adversely affect the rights of any
officer covered by the Change of Control Plan.
51
Change of Control Provisions Relating to PSU Awards
Below is a summary of protections provided upon a Change of Control with respect to the PSU awards under the 2006 Omnibus Incentive
Compensation Plan. In brief, the goal of these protections is to avoid acceleration of PSU vesting and payment in situations where a Change of Control occurs but Ameren continues to exist and the Executive retains his or her position. In the table
below, the term qualifying termination means the participant is involuntarily terminated other than for Cause or has a voluntary termination for Good Reason before the second anniversary of the date of the Change of Control. Other
definitions of capitalized terms may be found in the Change of Control Plan.
|
|
|
|
|
Change of Control Event
|
|
Termination Event
|
|
Unvested
PSU Awards
|
|
|
|
Change of Control which occurs on or before the
end of the applicable performance period after which Ameren continues in existence and remains a publicly traded company on the NYSE or NASDAQ
|
|
No qualifying termination
|
|
Payable upon the earliest to occur of the
following:
after the performance period has ended;
the participants death; or
if the participant becomes disabled or retires during the performance period,
immediately following the performance period and if the participant becomes disabled or retires after the performance period but before earned amounts have been paid out, upon such disability or death.
|
|
Qualifying termination during the performance period
|
|
The PSUs the
participant would have earned if such participant remained employed until the vesting date, at actual performance, will vest on the last day of the performance period and be paid in shares of Amerens Common Stock immediately.
|
|
|
|
Change of Control which occurs on or before the
end of the applicable performance period in which Ameren ceases to exist or is no longer publicly traded on the NYSE or NASDAQ
|
|
Automatic upon Change of Control
|
|
The target number of PSU awards granted,
together with dividends accrued thereon, will be converted to nonqualified deferred compensation. Interest on the nonqualified deferred compensation will accrue based on the prime rate, computed as provided in the award agreement.
|
|
Continued employment until the end of the three-year performance
period
|
|
Lump sum payout
of the nonqualified deferred compensation plus interest immediately following the performance period.
|
|
Continued employment until death
or disability which occurs before the end of the three-year performance period
|
|
Immediate lump sum payout of the nonqualified deferred
compensation, plus interest.
|
|
Qualifying termination during the three-year performance period
|
|
Immediate lump
sum payout of the nonqualified deferred compensation, plus interest; provided that such distribution shall be deferred until the date which is six months following the participants termination of employment to the extent required by IRC
Section 409A.
|
|
Other termination of employment before the end of the three-year performance
period
|
|
Forfeiture of the nonqualified deferred compensation, plus
interest.
|
52
Termination of PSU Awards Other Than for Change of Control
The following table summarizes the impact of certain employment events that may result in the payment of unvested PSU awards.
|
|
|
|
|
Type of Termination
|
|
Additional
Termination Details
|
|
Unvested PSU
Awards
|
|
|
|
Voluntary termination
|
|
N/A
|
|
Forfeited
|
Involuntary termination not for Cause
|
|
Prior to age 62
|
|
Forfeited
|
|
Age 62+
|
|
Death
|
|
Prior to age 62
|
|
All
awards pay out at target (plus accrual of dividends), pro rata for the number of days worked in each performance period.
|
|
Age 62+
|
|
Disability
|
|
Prior to age 62
|
|
All
outstanding awards are earned at the same time and to the same extent that they are earned by other participants, and are paid immediately following the performance period.
|
|
Age 62+
|
|
Retirement (Termination at or after age 55) During Performance Period
|
|
Prior to age 62
|
|
Only if the
participant has at least five years of service, a prorated award is earned at the end of the three-year performance period (based on actual performance) and paid immediately following the performance period.
|
|
Age 62+
|
|
Only if the
participant has at least ten years of service (or five years of service in the case of the 2011 PSU awards), a full award is earned at the end of the three-year performance period (based on actual performance) and paid immediately following the
performance period.
|
|
|
|
Retirement
(Termination at or after age 55) Following Performance Period
|
|
N/A
|
|
This scenario occurs when awards have already vested. In this situation, payout is made
immediately.
|
Estimated Potential Post-Employment Payments
The tables below reflect the payments and benefits payable to each of the Executives in the event of a termination of the Executives
employment under several different circumstances. The amounts shown assume that termination was effective as of December 31, 2012, at the Executives compensation and service levels as of that date, and are estimates of the amounts that
would be payable to the Executive in each scenario. Excise tax and gross-up payments are estimated using a stock price of $30.72 per share (the closing price of Amerens Common Stock on the NYSE on December 30, 2012). In addition, the
amounts shown do not include benefits paid by insurance providers under life and disability policies or payments and benefits provided on a non-discriminatory basis to employees upon a termination of employment. The actual amounts to be paid out can
only be determined at the time of the Executives actual separation from Ameren. Factors that could affect the nature and amount of the payments on termination of employment, among others, include the timing of event, compensation level, the
market price of Amerens Common Stock and the Executives age.
53
B
AXTER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component of Pay
|
|
Death
($)
|
|
|
Disability
($)
|
|
|
Retirement at
Age at
12/31/12
(1)
($)
|
|
|
Involuntary
Termination
not for
Cause
($)
|
|
Change of
Control
(2)
($)
|
|
Cash Severance (Three years Base Salary and Target EIP, Plus Prorata EIP)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
3,399,200
|
|
PSU Vesting, Assuming Termination of Employment
|
|
|
1,537,252
|
|
|
|
1,101,194
|
|
|
|
|
|
|
0
|
|
|
2,653,017
|
|
Three Years Pension Credit
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
482,215
|
|
Three Years Welfare Benefits
(3)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
58,467
|
|
Outplacement at Maximum
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
30,000
|
|
Excise Tax and Gross-up
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
3,037,173
|
|
Total
|
|
|
1,537,252
|
|
|
|
1,101,194
|
|
|
|
|
|
|
0
|
|
|
9,660,072
|
|
|
|
|
|
|
|
L
YONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component of Pay
|
|
Death
($)
|
|
|
Disability
($)
|
|
|
Retirement at
Age at
12/31/12
(1)
($)
|
|
|
Involuntary
Termination
not
for
Cause
($)
|
|
Change of
Control
(2)
($)
|
|
Cash Severance (Three years Base Salary and Target EIP, Plus Prorata EIP)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
2,856,000
|
|
PSU Vesting, Assuming Termination of Employment
|
|
|
1,190,445
|
|
|
|
831,937
|
|
|
|
|
|
|
0
|
|
|
2,120,451
|
|
Three Years Pension Credit
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
324,875
|
|
Three Years Welfare Benefits
(3)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
53,244
|
|
Outplacement at Maximum
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
30,000
|
|
Excise Tax and Gross-up
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
2,557,800
|
|
Total
|
|
|
1,190,445
|
|
|
|
831,937
|
|
|
|
|
|
|
0
|
|
|
7,942,370
|
|
|
|
|
|
|
|
N
ASLUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component of Pay
|
|
Death
($)
|
|
|
Disability
($)
|
|
|
Retirement at
Age at
12/31/12
($)
|
|
|
Involuntary
Termination
not
for
Cause
($)
|
|
Change of
Control
(2)
($)
|
|
Cash Severance (Three years Base Salary and Target EIP, Plus Prorata EIP)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
2,430,000
|
|
PSU Vesting, Assuming Termination of Employment
|
|
|
1,014,036
|
|
|
|
737,198
|
|
|
|
492,263
|
(4)
|
|
|
|
|
1,722,806
|
|
Three Years Pension Credit
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
496,459
|
|
Three Years Welfare Benefits
(3)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
62,295
|
|
Outplacement at Maximum
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
30,000
|
|
Excise Tax and Gross-up
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
2,202,892
|
|
Total
|
|
|
1,014,036
|
|
|
|
737,198
|
|
|
|
492,263
|
|
|
|
|
|
6,944,452
|
|
54
N
ELSON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component of Pay
|
|
Death
($)
|
|
|
Disability
($)
|
|
|
Retirement
at Age at
12/31/12
($)
|
|
|
Involuntary
Termination
not for Cause
($)
|
|
|
Change of
Control
(2)
($)
|
|
Cash Severance (Three years Base Salary and Target EIP, Plus Prorata EIP)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
2,329,600
|
|
PSU Vesting, Assuming Termination of Employment
|
|
|
551,996
|
|
|
|
431,882
|
|
|
|
330,399
|
(4)
|
|
|
|
|
|
|
1,105,954
|
|
Three Years Pension Credit
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
355,883
|
|
Three Years Welfare Benefits
(3)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
74,188
|
|
Outplacement at Maximum
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
30,000
|
|
Excise Tax and Gross-up
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
1,789,126
|
|
Total
|
|
|
551,996
|
|
|
|
431,882
|
|
|
|
330,399
|
|
|
|
|
|
|
|
5,684,751
|
|
|
|
|
|
|
|
H
EFLIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component of Pay
|
|
Death
($)
|
|
|
Disability
($)
|
|
|
Retirement
at Age at
12/31/12
(1)
($)
|
|
|
Involuntary
Termination
not for Cause
($)
|
|
|
Change of
Control
(2)
($)
|
|
Cash Severance (Three years Base Salary and Target EIP, Plus Prorata EIP)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
2,251,800
|
|
PSU Vesting, Assuming Termination of Employment
|
|
|
910,684
|
|
|
|
657,260
|
|
|
|
|
|
|
|
0
|
|
|
|
1,564,532
|
|
Retention Award Vesting, Assuming Termination of Employment
|
|
|
245,255
|
|
|
|
245,255
|
|
|
|
|
|
|
|
245,255
|
|
|
|
400,000
|
|
Three Years Pension Credit
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
255,013
|
|
Three Years Welfare Benefits
(3)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
53,393
|
|
Outplacement at Maximum
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
30,000
|
|
Excise Tax and Gross-up
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
N/A
|
|
|
|
2,201,154
|
|
Total
|
|
|
1,155,939
|
|
|
|
902,515
|
|
|
|
|
|
|
|
245,255
|
|
|
|
6,755,892
|
|
(1)
|
Messrs. Baxter, Lyons and Heflin are not retirement-eligible. Therefore, no PSU vesting is shown upon retirement for them.
|
(2)
|
Indicates Change of Control amounts payable to Executives pursuant to the Change of Control Plan, assuming that Ameren ceases to exist or is no longer publicly traded
on the NYSE or NASDAQ after the Change of Control.
|
(3)
|
Welfare benefits figures reflect the estimated lump-sum present value of all future premiums which will be paid on behalf of or to the Executives under our welfare
benefit plans. These amounts, however, would not actually be paid as a cash lump sum upon a Change of Control and termination of employment.
|
(4)
|
The estimated number of PSUs that would be payable upon retirement at December 31, 2012 for Messrs. Naslund and Nelson is calculated according to the schedule
following Change of Control Provisions Relating to PSU Awards above, depending on their respective ages at December 31, 2012. Where performance was estimated, it was estimated at 30 percent payout for PSU awards.
|
55
Notwithstanding anything to the contrary set forth in any of the Companys filings
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate other filings with the SEC, including this information statement, in whole or in part, the following Audit and Risk Committee
Report shall not be deemed to be incorporated by reference into any such filings.
AUDIT AND
RISK COMMITTEE REPORT
The Audit and Risk Committee of Ameren Corporation reviews Union Electric Companys financial
reporting process on behalf of Union Electric Companys Board of Directors. In fulfilling its responsibilities, the Audit and Risk Committee has reviewed and discussed the audited financial statements of Union Electric Company to be included in
the 2012 Form 10-K with Union Electric Companys management and the independent registered public accounting firm. Management is responsible for the financial statements and the reporting process, as well as maintaining effective internal
control over financial reporting and assessing such effectiveness. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles
generally accepted in the United States. Union Electric Company is a non-accelerated filer with respect to the reporting requirements of the Securities Exchange Act of 1934, as amended, and therefore, is not required to comply with
Section 404 of the Sarbanes-Oxley Act of 2002 and related SEC regulations as to the auditors attestation report on internal control over financial reporting.
The Audit and Risk Committee has discussed with the independent registered public accounting firm, the matters required to be discussed by the rules of the Public Company Accounting Oversight Board
(PCAOB), including U.S. Auditing Standard Section 380. In addition, the Audit and Risk Committee has discussed with the independent registered public accounting firm, the accounting firms independence with respect to Union
Electric Company and its management, including the matters in the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firms communications with the
Audit and Risk Committee concerning independence, received from the independent registered public accounting firm. To ensure the independence of the registered public accounting firm, Ameren Corporation has instituted monitoring processes at both
the internal management level and the Audit and Risk Committee level. At the management level, the chief financial officer or the chief accounting officer is required to review and pre-approve all engagements of the independent registered public
accounting firm for any category of services, subject to the pre-approval of the Audit and Risk Committee described below. In addition, the chief financial officer or the chief accounting officer is required to provide to the Audit and Risk
Committee at each of its meetings (except meetings held exclusively to review earnings press releases and quarterly reports on SEC Form 10-Q) a written description of all services to be performed by the independent registered public accounting
firm and the corresponding estimated fees. The monitoring process at the Audit and Risk Committee level includes a requirement that the Committee pre-approve the use of the independent registered public accounting firm to perform any category of
services. At each Audit and Risk Committee meeting (except meetings held exclusively to review earnings press releases and quarterly reports on SEC Form 10-Q), the Committee receives a joint report from the independent registered public
accounting firm and the chief financial officer or the chief accounting officer concerning audit fees and fees paid to the independent registered public accounting firm for all other services rendered, with a description of the services performed.
The Audit and Risk
56
Committee has considered whether the independent registered public accounting firms provision of the services covered under the captions INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F
EES
FOR
F
ISCAL
Y
EARS
2012
AND
2011 Audit-Related Fees, Tax Fees and All Other Fees in this information statement is
compatible with maintaining the registered public accounting firms independence and has concluded that the registered public accounting firms independence has not been impaired by their engagement to perform these services.
In reliance on the reviews and discussions referred to above, the Audit and Risk Committee recommended to the Boards of Directors of
Ameren Corporation and Union Electric Company that Union Electric Companys audited financial statements be included in Union Electric Companys 2012 Form 10-K, for filing with the SEC.
Ameren Audit and Risk Committee:
Walter J. Galvin, Chairman
Stephen F. Brauer
Catherine S. Brune
Ellen M. Fitzsimmons
57
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F
ISCAL
Y
EAR
2012
PricewaterhouseCoopers LLP (PwC) served as the independent registered public accounting firm for Ameren and its subsidiaries in 2012. PwC is an independent registered public accounting firm
with the PCAOB. Representatives of the firm are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.
F
EES
FOR
F
ISCAL
Y
EARS
2012
AND
2011
Audit Fees
The aggregate fees
for professional services rendered by PwC for (i) the audits of the consolidated annual financial statements of Ameren included in the combined 2012 Form 10-K of Ameren and its registered subsidiaries, the annual financial statements of
its subsidiaries included in the combined 2012 Form 10-K of Ameren and its registered subsidiaries and the annual financial statements of certain non-registered subsidiaries; (ii) the audit of Amerens internal control over financial
reporting; (iii) the reviews of the quarterly financial statements included in the combined Forms 10-Q of Ameren and its subsidiaries for the 2012 fiscal year; (iv) services provided in connection with debt and equity offerings;
(v) a required Department of Energy grant compliance audit; (vi) controls assessment over new system implementations; (vii) certain accounting and reporting consultations; (viii) ratemaking-related audits; and (ix) certain
regulatory reviews for the 2012 fiscal year, were $4,355,100.
Fees billed by PwC for audit services rendered to Ameren and
its subsidiaries during the 2011 fiscal year totaled $3,023,026.
Audit-Related Fees
The aggregate fees for audit-related services rendered by PwC to Ameren and its subsidiaries during the 2012 fiscal year totaled
$1,557,937. Such services consisted of: (i) business decision support $1,195,000; (ii) employee benefit plan audits $212,500; (iii) options trading process review $87,687; (iv) environmental
review $35,000; (v) agreed-upon procedures services $22,000; and (vi) stock transfer/registrar review $5,750.
Fees billed by PwC for audit-related services rendered to Ameren and its subsidiaries during the 2011 fiscal year totaled $531,074.
Tax Fees
The aggregate fees for tax services rendered by PwC to Ameren and its
subsidiaries during the 2012 fiscal year totaled $75,000 for tax compliance and advice.
Fees billed by PwC for tax services
rendered to Ameren and its subsidiaries during the 2011 fiscal year totaled $50,000.
All Other Fees
The aggregate fees billed to Ameren by PwC during the 2012 fiscal year for all other services rendered to Ameren and its subsidiaries
totaled $35,400 for accounting and reporting reference software and accounting consultation services.
58
Fees billed by PwC for all other services rendered to Ameren and its subsidiaries during the
2011 fiscal year totaled $20,400.
F
ISCAL
Y
EAR
2013
Amerens Audit and Risk Committee has appointed PwC as independent registered public accounting firm for Ameren and its subsidiaries,
including Ameren Missouri, for the fiscal year ending December 31, 2013. Ameren is asking its shareholders to ratify this appointment at its 2013 annual meeting of shareholders.
P
OLICY
R
EGARDING
THE
P
RE
-A
PPROVAL
OF
I
NDEPENDENT
R
EGISTERED
P
UBLIC
A
CCOUNTING
F
IRM
P
ROVISION
OF
A
UDIT
, A
UDIT
-R
ELATED
AND
N
ON
-A
UDIT
S
ERVICES
Amerens Audit and Risk Committee has adopted a policy
to pre-approve all audit, audit-related and permissible non-audit services provided by the independent registered public accounting firm to Ameren and its subsidiaries, including the Company, except that in accordance with the Committees
charter, pre-approvals of non-audit services may be delegated to a single member of the Audit and Risk Committee. The Audit and Risk Committee pre-approved under that policy 100 percent of the fees for services covered under the above captions
Audit Fees, Audit-Related Fees and All Other Fees for fiscal years 2012 and 2011.
SHAREHOLDER PROPOSALS
Under the rules of the
SEC, any shareholder proposal intended for inclusion in the information statement material for our 2014 annual meeting of shareholders must be received by the Secretary of the Company on or before November 7, 2013. We expect that the 2014
annual meeting of shareholders will be held on April 22, 2014.
In addition, under our By-Laws, shareholders who intend
to submit a proposal in person at an annual meeting, or who intend to nominate a director at an annual meeting, must provide advance written notice along with other prescribed information. In general, such notice must be received by the Secretary of
the Company at our principal executive offices not later than 60 or earlier than 90 days prior to the anniversary of the previous years annual meeting. The specific procedures to be used by shareholders to recommend nominees for director
are set forth in Amerens Policy Regarding Nominations of Directors, which can be found on Amerens website at http://www.ameren.com. The specific procedures to be used by shareholders to submit a proposal in person at an annual meeting
are set forth in the Companys By-Laws, a copy of which may be obtained upon written request to the Secretary of the Company. The chairman of the meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of
any person, not made in compliance with the procedures set forth in the Companys By-Laws and, in the case of nominations, Amerens Director Nomination Policy.
59
FORM 10-K
A copy of our 2012 Form 10-K, including the Companys financial statements for the year ended December 31, 2012, is being
furnished with this information statement. The 2012 Form 10-K is also available on Amerens website at http://www.ameren.com. If requested, we will provide you copies of any exhibits to the 2012 Form 10-K upon the payment of a fee
covering our reasonable expenses in furnishing the exhibits. You can request exhibits to the 2012 Form 10-K by writing to the Office of the Secretary, Union Electric Company, P.O. Box 66149, St. Louis, Missouri 63166-6149.
FOR INFORMATION ABOUT THE COMPANY, INCLUDING THE COMPANYS ANNUAL, QUARTERLY AND CURRENT REPORTS ON SEC FORMS 10-K, 10-Q AND 8-K, RESPECTIVELY, PLEASE VISIT THE INVESTORS SECTION OF
AMERENS HOME PAGE ON THE INTERNET HTTP://WWW.AMEREN.COM. INFORMATION CONTAINED ON AMERENS WEBSITE IS NOT INCORPORATED INTO THIS INFORMATION STATEMENT OR OTHER SECURITIES FILINGS.
60
Union Electric (PK) (USOTC:UELMO)
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Union Electric (PK) (USOTC:UELMO)
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