Current Report Filing (8-k)

Emerging Growth Company

Ameren Corporation

Union Electric Company

Ameren Illinois Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 7, 2020


Commission File Number	Exact Name of Registrant as Specified in Charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification Number

1-14756	Ameren Corporation (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222	43-1723446

1-2967	Union Electric Company (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222	43-0559760

1-3672	Ameren Illinois Company (Illinois Corporation) 10 Executive Drive Collinsville, Illinois 62234 (618) 343-8150	37-0211380

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule

14a-12

under the Exchange Act (17 CFR

240.14a-12)

☐

Pre-commencement

communications pursuant to Rule

14d-2(b)

under the Exchange Act (17 CFR

240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule

13e-4(c)

under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AEE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934 (§

240.12b-2

of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

ITEM 5.07

Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of each of Ameren Corporation (“Ameren”), Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”), and Ameren Illinois Company, doing business as Ameren Illinois (“Ameren Illinois”), held on May 7, 2020 (“Annual Meeting”), the matters listed below were submitted to a vote of each company’s respective shareholders.

Ameren

Item (1): Election of Directors

At Ameren’s Annual Meeting, the following individuals (comprising Ameren’s full Board of Directors) were elected:


Name	Votes For		Votes Against		Abstentions		Broker Non-Votes
Warner L. Baxter		166,308,126		6,674,641		1,094,961		28,192,302
Cynthia J. Brinkley		172,433,349		955,551		688,828		28,192,302
Catherine S. Brune		171,975,310		1,421,092		681,326		28,192,302
J. Edward Coleman		171,885,115		1,479,634		712,979		28,192,302
Ward H. Dickson		172,498,555		868,295		710,878		28,192,302
Noelle K. Eder		172,549,214		812,622		715,892		28,192,302
Ellen M. Fitzsimmons		172,357,128		1,040,584		680,016		28,192,302
Rafael Flores		172,413,378		934,038		730,312		28,192,302
Richard J. Harshman		172,225,686		1,125,798		726,244		28,192,302
Craig S. Ivey		172,437,047		879,023		761,658		28,192,302
James C. Johnson		164,816,834		8,526,700		734,194		28,192,302
Steven H. Lipstein		172,277,466		1,063,044		737,218		28,192,302
Stephen R. Wilson		172,057,801		1,283,319		736,608		28,192,302

Item (2):

Non-Binding

Advisory Approval of Executive Compensation


Vote Result	Votes For	Votes Against	Abstentions	Broker Non-Votes
Approved	165,603,547	7,217,132	1,257,049	28,192,302

Item (3): Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020


Vote Result	Votes For	Votes Against	Abstentions	Broker Non-Votes
Approved	192,871,400	8,568,437	830,193	—

Item (4): Shareholder Proposal Requesting an Independent Board Chair


Vote Result	Votes For	Votes Against	Abstentions	Broker Non-Votes
Not Approved	50,371,495	122,277,466	1,428,767	28,192,302

Ameren Missouri

Item (1): Election of Directors

At Ameren Missouri’s Annual Meeting, the following individuals (comprising Ameren Missouri’s full Board of Directors) were elected: Mark C. Birk, Fadi M. Diya, Martin J. Lyons, Jr., Michael L. Moehn, and Chonda J. Nwamu. Each individual received 102,123,834 votes for election and no withheld votes, abstentions or broker

non-votes.

Ameren Illinois

Item (1): Election of Directors

At Ameren Illinois’ Annual Meeting, the following individuals (comprising Ameren Illinois’ full Board of Directors) were elected: Richard J. Mark, Michael L. Moehn, Chonda J. Nwamu, Theresa A. Shaw and David N. Wakeman. Each individual received 25,452,373 votes for election and no withheld votes, abstentions or broker

non-votes.

This combined Form

8-K

is being filed separately by Ameren Corporation, Union Electric Company and Ameren Illinois Company (each a “registrant”). Information contained herein relating to any individual registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.


AMEREN CORPORATION
(Registrant)

By:		/s/ Chonda J. Nwamu
Name:		Chonda J. Nwamu
Title:		Senior Vice President, General Counsel and Secretary

UNION ELECTRIC COMPANY
(Registrant)

By:		/s/ Chonda J. Nwamu
Name:		Chonda J. Nwamu
Title:		Senior Vice President, General Counsel and Secretary

AMEREN ILLINOIS COMPANY
(Registrant)

By:		/s/ Chonda J. Nwamu
Name:		Chonda J. Nwamu
Title:		Senior Vice President, General Counsel and Secretary