8-K

UNION ELECTRIC CO (UELMO)

8-K 2020-05-11 For: 2020-05-07
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Added on April 04, 2026

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<br><br>File Number Exact Name of Registrant as<br><br>Specified in Charter;<br><br>State of Incorporation;<br><br>Address and Telephone<br><br>Number IRS Employer<br><br>Identification Number
1-14756 Ameren Corporation<br><br>(Missouri Corporation)<br><br>1901 Chouteau Avenue<br><br>St. Louis, Missouri 63103<br><br>(314) <br>621-3222 43-1723446
1-2967 Union Electric Company<br><br>(Missouri Corporation)<br><br>1901 Chouteau Avenue<br><br>St. Louis, Missouri 63103<br><br>(314) <br>621-3222 43-0559760
1-3672 Ameren Illinois Company<br><br>(Illinois Corporation)<br><br>10 Executive Drive<br><br>Collinsville, Illinois 62234<br><br>(618) <br>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 <br>14a-12<br> under the Exchange Act (17 CFR <br>240.14a-12)
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Pre-commencement<br> communications pursuant to Rule <br>14d-2(b)<br> under the Exchange Act (17 CFR <br>240.14d-2(b))
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Pre-commencement<br> communications pursuant to Rule <br>13e-4(c)<br> under the Exchange Act (17 CFR <br>240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br>Symbol(s) Name of each exchange<br><br>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).

Emerging Growth Company
Ameren Corporation
Union Electric Company
Ameren Illinois Company

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.

Ameren Corporation
Union Electric Company
Ameren Illinois Company

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<br>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<br>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<br>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<br>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

Date: May 11, 2020