SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
(Amendment No. )
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2018
Notice of Annual Meeting
of Shareholders
and Proxy Statement0-11
Thursday, May 3, 2018, 10:00 a.m. CDT
Peoria Civic Center, 201 SW Jefferson Ave., Peoria, Illinois 61602
our strong sustainability value proposition, we are executing a strategy that we believe will deliver superior long-term, sustainable value to our customers, communities and shareholders.
In keeping with our commitment to environmental stewardship, during the first quarter of 2019, we will publish a report dedicated to climate risk. The report will include analysis of the potential impacts of future policy and technology changes on our generation portfolio, and will leverageimplement new digital technologies and cybersecurity tools. We are also committed to continuing to work with stakeholders to establish constructive energy policies to support these critical investments. We believe these factors, when combined with our disciplined cost management and focus on continuous improvement, position Ameren to continue to deliver strong, sustainable value for you, our shareholders.
While I have highlighted our strong performance in 2017, it is important to note that our strategy is designed to deliver superior value not just for one year or five years into the future, but for decades to come. Executing our strategy will enable Ameren to address the rapid changes taking place in our industry, meet our customers’ rising energy needssafe, reliable, affordable and expectations, and deliver superior value to you, our shareholders.
cleaner energy.
Thank you for your strong support and confidence in our company.
| | | Warner Baxter Executive Chairman | | | | | Marty Lyons President and CEO | |
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The Board of Directors of the Company presently knows of no other business to come before the meeting. Director Since Experience/ Qualification Warner L. Baxter 56 2014 Chairman, President and Chief Executive Officer of the Company • Leadership • Strategy • Regulatory • Industry • Finance • Risk Management • Government Relations • Accounting • Operations • Compensation Catherine S. Brune 64 2011 Retired President, Allstate Protection Eastern Territory of Allstate Insurance Company • Leadership • Strategy • Technology • Risk Management • Finance • Regulatory • Compensation • Operations • Customer Relations X X J. Edward Coleman 66 2015 Former Chief Executive Officer of CIOX Health • Leadership • Strategy • Finance • Technology • Customer Relations • Compensation • Operations X X X Ellen M. Fitzsimmons 57 2009 Corporate Executive Vice President, General Counsel and Corporate Secretary of SunTrust Banks, Inc. • Leadership • Government Relations • Finance • Regulatory • Compensation • Risk Management • Governance • Legal X X X Rafael Flores 62 2015 Former Senior Vice President and Chief Nuclear Officer of Luminant • Leadership • Government Relations • Regulatory • Industry • Risk Management • Compensation • Operations X X X Walter J. Galvin 71 2007 Retired Vice Chairman and Chief Financial Officer of Emerson Electric Co. • Leadership • Accounting • Finance • Risk Management • Regulatory • Compensation • Industry X, L* C X Richard J. Harshman 61 2013 Chairman, President and Chief Executive Officer of Allegheny Technologies Incorporated • Leadership • Strategy • Finance • Industry • Operations • Regulatory • Compensation • Customer Relations X* X C Director Since Experience/ Qualification Craig S. Ivey 55 2018 Retired President of Consolidated Edison Co. of New York, Inc. • Leadership • Strategy • Regulatory • Industry • Risk Management • Government Relations • Operations • Customer Relations X X X Gayle P. W. Jackson 71 2005 President and Chief Executive Officer of Energy Global, Inc. • Leadership • Strategy • Industry • Finance • Regulatory • Compensation X C X James C. Johnson • Leadership • Legal • Governance • Finance • Regulatory • Risk Management • Compensation Steven H. Lipstein • Leadership • Strategy • Finance • Regulatory • Compensation • Customer Relations • Operations Stephen R. Wilson • Leadership • Strategy • Finance • Regulatory • Operations • Risk Management • Compensation • Customer Relations Year Ended Year Ended Audit Fees Audit-Related Fees Tax Fees All Other Fees NOTICE Ameren Corporation:We will hold the Annual Meeting of Shareholders
of Ameren Corporation (the “Company”) at the Peoria Civic Center, 201 SW Jefferson Ave., Peoria, Illinois 61602, on Thursday, May 3, 2018, at 10:00 a.m. CDT, for the purposes of:(1) electing 12 directors for terms ending at the annual meeting of shareholders toTime and Date Place 10 a.m. CDT
on Thursday,
May 12, 2022 Ameren Corporation’s 2022 Annual Meeting of Shareholders (“Annual Meeting”) will be held in 2019;(2) providing a virtual meeting format only. You can participate in the Annual Meeting live via the Internet by visiting: www.virtualshareholdermeeting.com/AEE2022. Proposals Board Vote Recommendation For Further Details Page 17 “FOR” Page 47 “FOR” Page 82 “FOR” Page 87 non-binding advisory vote to approve the compensation of our executives disclosed in the attached proxy statement;(3) ratifying the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;(4) considering a shareholder proposal regarding a report on coal combustion residuals, if presented at the meeting by the proponent; and(5) actingShareholders will also act on other proper business properly presented to the meeting.February 26, 2018,March 14, 2022, you are entitled to vote at the meetingAnnual Meeting and at any adjournment thereof. All shareholders are requested to be present atTo attend, vote and ask questions during the meeting in person or by proxy so that a quorum may be assured.On or about March 19, 2018, weAnnual Meeting, you will mail to certain of our shareholders a Notice of Internet Availability of Proxy Materials, which will indicate how to access our proxy materials onneed the Internet. By furnishing the Notice of Internet Availability of Proxy Materials, we are lowering the costs and reducing the environmental impact of our annual meeting.Your prompt vote by proxy will reduce expenses. Please promptly submit your proxy by telephone, Internet or mail by following the instructions found16-digit control number included on your Notice of Internet Availability of Proxy Materials, or proxy card. If you attend the meeting, you may revokeon your proxy bycard, or on any additional voting in person.If you plan to attend the annual meeting of shareholders, please advise the Company ininstructions that accompanied your proxy vote (by telephone or the Internet or, if you receive printed proxy materials, by checking the appropriate box on the proxy card) and bring the Admission Ticket on the reverse side of your proxy instruction card with you to the meeting. Persons without ticketsmaterials. Online check-in 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 26, 2018, the record date for voting.begin at 9:45 a.m. CDT. Please note that cameras and other recording devices will not be allowed in the meeting.By order of the Board of Directors.Gregory L. NelsonSenior Vice President, General Counsel and SecretarySt. Louis, MissouriMarch 19, 2018IMPORTANT NOTICE REGARDINGTHE AVAILABILITYOF PROXY MATERIALSFORTHE ANNUAL MEETINGTOBE HELDON MAY 3, 2018:THISPROXYSTATEMENTANDOUR 2017 FORM10-K,INCLUDINGCONSOLIDATEDFINANCIALSTATEMENTS,AREAVAILABLETOYOUATWWW.AMERENINVESTORS.COM/FINANCIAL-INFO/PROXY-MATERIALS/AMEREN-PROXY-MATERIAL. TABLE OF CONTENTS Ameren Corporation2018 Proxy Statement i TABLE OF CONTENTS ii Ameren Corporation2018 Proxy Statement PROXY STATEMENT SUMMARY Below is a summary of information contained elsewhere in this proxy statement and in the Company’s Annual Report on Form10-Kallow ample time for the year ended December 31, 2017 (the “2017 Form10-K”) as filed with the Securities and Exchange Commission (the “SEC”). You should read the entire proxy statement and the 2017 Form10-K carefully before voting.Fiscal 2017 Company Business HighlightsAmeren’s strategic plan includes investing in, and operating its utilities in, a manner consistent with existing regulatory frameworks, enhancing those frameworks, and advocating for responsible energy and economic policies, as well as creating and capitalizing on opportunities for investment for the benefit of its customers and shareholders. Ameren remains focused on disciplined cost management and strategic capital allocation. Examples of successful execution of this strategy in 2017 include the following:The Company invested a total of $2.1 billion in energy infrastructure to better serve customers.Ameren’s residential electric rates remained well below the Midwest and national averages.The Company achieved meaningful improvements in worker safety and engagement, customer satisfaction, electric and gas system reliability and energy center performance.Working with industry colleagues, Ameren successfully advocated for provisions in the federal Tax Cut and Jobs Act of 2017 that retain important tax benefits for both customers and shareholders.DiversityInc recognized the Company as the top utility in the nation for diversity and inclusion again in 2017, the third consecutive year the Company has won this honor.Ameren Missouri’s electric regulatory rate review before the Missouri Public Service Commission (“MPSC”) resulted in a constructive $92 million increase in annual base rates effective in April 2017. These new rates favorably impacted financial results and supported efforts to earn a fair return on infrastructure investments made for the benefit of customers.Ameren Missouri filed its most recent integrated resource plan with the MPSC in September 2017. The preferred plan includes the addition of at least 700 megawatts of wind generation by 2020, representing a potential investment of approximately $1 billion, and 100 megawatts of solar generation by 2027 and is consistent with the requirements of Missouri’s Renewable Energy Standard and Ameren Missouri’s objective of transitioning its generation fleet to a cleaner, more diverse energy portfolio in a responsible fashion. Further, Ameren Missouri announced it is targeting substantial carbon emission reductions of 35 percent by 2030, 50 percent by 2040 and 80 percent by 2050 from the 2005 level.Ameren earned $2.14 per diluted share on a GAAP basis and $2.83 per diluted share on a core(non-GAAP) basis in 2017. The 2017 core earnings represented a strong 5.6 percent increase over 2016 GAAP and core earnings of $2.68 per diluted share. Core results for 2017 excludednon-cash charges of 69 cents per diluted share reflecting the revaluation of deferred taxes as a result of changes in Illinois and federal income tax rates.*The Company’s Board of Directors expressed continued confidence in Ameren’s long-term outlook by increasing the quarterly dividend 4 percent in the fourth quarter of 2017, which was the fourth consecutive year the dividend was increased.Ameren shares provided a total shareholder return of 16 percent, 42 percent and 133 percent for the one, three and five years ending December 31, 2017, respectively. These results exceeded the total shareholder returns of the S&P 500 Utility and Philadelphia Utility indices for each of these periods.*See Appendix A for GAAP to core earnings reconciliation.Ameren Corporation2018 Proxy Statement 1 PROXY STATEMENT SUMMARY Annual Meeting of ShareholdersTime and Date:10:00 a.m. CDT on Thursday, May 3, 2018Place:Peoria Civic Center201 SW Jefferson Ave.Peoria, Illinois 61602Record Date:February 26, 2018Voting:Only shareholders as of the close of business on the record date are entitled to vote. Each share of Common Stock is entitled to one vote for each director nominee and one vote for each of the other proposals. In general, shareholders may vote either in person at the annual meeting or by telephone, the Internet or mail. See “QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING — How do I vote?” on page 9 for more details regarding how you may vote if you are a registered holder or a beneficial owner of shares held in “street name.”Admission:An admission ticket is required to enter the annual meeting. Please follow the advance registration instructions on your Notice of Internet Availability of Proxy Materials or proxy card.Notice:On or about March 19, 2018, we began mailing to certain shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained on the notice. On or about March 19, 2018, we began mailing the accompanying proxy card to certain shareholders.Voting MattersBoard VoteRecommendationPage Reference (for more detail) Election of 12 DirectorsFOR EACHDIRECTOR NOMINEE13Management ProposalsNon-Binding Advisory Approval of Executive CompensationFOR40Ratification of PricewaterhouseCoopers LLP (“PwC”) as Independent Registered Public Accounting Firm for 2018FOR41Shareholder ProposalShareholder Proposal Regarding a Report on Coal Combustion ResidualsAGAINST412 Ameren Corporation2018 Proxy Statement PROXY STATEMENT SUMMARY Board NomineesThe following provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes by shareholders entitled to vote and represented at the annual meeting. Committee Membership Name Age Occupation Independent ARC HRC NCGC NOC FC X Ameren Corporation2018 Proxy Statement 3 PROXY STATEMENT SUMMARY Committee Membership Name Age Occupation Independent ARC HRC NCGC NOC FC 65 2005 Retired General Counsel of Loop Capital Markets LLC X C X 61 2010 Former President and Chief Executive Officer of BJC HealthCare X X X 69 2009 Retired Chairman, President and Chief Executive Officer of CF Industries Holdings, Inc. X X C ARCHRCNCGCNOCFCAudit and Risk CommitteeHuman Resources CommitteeNominating and Corporate Governance CommitteeNuclear and Operations CommitteeFinance CommitteeCLMember and Chair of a CommitteeLead Director*Mr. Harshman will succeed Mr. Galvin as the Lead Director effective May 3, 2018.The fact that we do not list a particular experience or qualification for a director nominee does not mean that nominee does not possess that particular experience or qualification.Executive CompensationNon-Binding Advisory VoteThe Company is asking shareholders to approve, on anon-binding, advisory basis, the compensation of the executives named in the 2017 Summary Compensation Table in this proxy statement (the “Named Executive Officers” or “NEOs”) and as disclosed herein and encourages shareholders to review closely the Compensation Discussion and Analysis, the compensation tables and the other narrative executive compensation disclosures contained in this proxy statement.The Board has a long-standing commitment to strong corporate governance and recognizes the interests that shareholders have in executive compensation. The Company’s compensation philosophy is to provide a competitive total compensation program that is based on thesize-adjusted median of the compensation opportunities provided by similar utility industry companies (the “Market Data”), adjusted for our short- and long-term performance and the individual’s performance. The Board recommends a “FOR”4 Ameren Corporation2018 Proxy Statement PROXY STATEMENT SUMMARY vote because it believes that the Human Resources Committee, which is responsible for establishing the compensation for the NEOs, designed the 2017 compensation program to align the long-term interests of the NEOs with that of shareholders to maximize shareholder value.2017 Compensation Program Components TypeFormTermsFixed PayBase Salary• Set annually by the Human Resources Committee based upon the Market Data and other factors.Short-term incentivesExecutive Incentive Plan• Cash incentive pay based upon Company-wide earnings per share on a continuing diluted basis (“EPS”), safety performance and customer measures with an individual performance modifier.Long-term incentivesPerformance Share Unit (“PSU”) Program• Performance-based PSUs have a three-year performance period dependent on total shareholder return compared to utility industry peers.OtherRetirement Benefits• Employee benefit plans available to all employees, including 401(k) savings and pension plans.• Supplemental retirement benefits that provide certain benefits not available due to tax limitations.• Deferred compensation program that provides opportunity to defer part of base salary and short-term incentives, with earnings imputed at market rates.“Double-Trigger” Change of Control Protections• Severance pay and vesting or payment of PSUs upon a change of control together with a termination of employment.Limited Perquisites• Company provides limited perquisites to the NEOs, such as financial and tax planning.Fiscal 2017 Executive Compensation HighlightsThe Company’spay-for-performance program led to the following actual 2017 compensation being earned:2017 annual short-term incentive base awards based on EPS,co-worker safety interactions and customer measures were earned at 153.98 percent of target; this payout reflected strong financial and operational performance by the Company in 2017 that was due, in part, to the successful execution of the Company’s strategy as described on page 1; improved safety practices and enhanced reliability of its operations for the benefit of customers, and strategic capital allocation and disciplined cost management.162.5 percent of the target three-year long-term incentive awards made in 2015 was earned based on our total shareholder return relative to the defined utility peer group over the three-year measurement period (2015-2017) plus accrued dividends of approximately 11 percent. Ameren ranked fifth out of the17-member peer group. The January 1, 2015 PSU awards increased in value from $46.13 per share on the grant date to $58.99 per share as of December 31, 2017. This strong performance was attributable to the successful execution of the Company’s strategy that is delivering superior value to customers and shareholders.Ameren Corporation2018 Proxy Statement 5 PROXY STATEMENT SUMMARY The Company’s compensation program for 2017 was substantially similar to the 2016 program, which was approved by approximately 95 percent of votes by shareholders entitled to vote and represented at the Company’s 2017 annual meeting. Highlights of the Company’s 2017 executive compensation program include:pay opportunities appropriate to the size of the Company when compared to other companies in the utility industry;a heavily performance-based pay program using multiple performance measures;full disclosure of the financial performance drivers used in our incentives, in numeric terms;a long-term incentive program that was entirely performance-based and aligned with shareholder interests through a link to stock price and measurement of stock performance versus peer companies;a “clawback” provision for annual and long-term incentives in the event of financial restatements and conduct or activity that is detrimental to the Company or violates the confidentiality ornon-solicitation provisions of the award;stock ownership requirements for NEOs (and other senior executives), which align the interests of those executives and shareholders;a prohibition against directors and executive officers pledging Company securities and against any transaction by directors and employees of the Company and its subsidiaries which hedges (or offsets) any decrease in the value of Company equity securities;limited perquisites;no excise taxgross-ups for change of control plan participants who began participating in the plan on or after October 1, 2009;no backdating or repricing of equity-based compensation; andretention of an independent compensation consultant engaged by, and who reports directly to, the Human Resources Committee.Ratification of PwC as Our Independent Registered Public Accounting FirmAs a matter of good corporate governance, the Company is asking shareholders to ratify the appointment of PwC as our independent registered public accounting firm for fiscal 2018. Set forth below is summary information with respect to PwC’s fees for services provided in fiscal 2017 and fiscal 2016.
December 31, 2017
December 31, 2016 $ 3,921,725 $ 3,737,261 $ 20,000 $ 764,653 $ 75,000 $ 0 $ 91,585 $ 286,654 6 Ameren Corporation2018 Proxy Statement QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Proxy Statement of Ameren Corporation(First sent or given on or about March 19, 2018 to shareholders receiving written materials)Principal Executive Offices:One Ameren Plaza1901 Chouteau AvenueSt. Louis, MO 63103Statements in this proxy 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. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Ameren Corporation (the “Company,” “Ameren,” “we,” “us” and “our”) is 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 the 2017 Form10-K for a list of such factors.QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTINGQ.When and where will the annual meeting be held?A. The Annual Meeting of Shareholders of the Company (the “Annual Meeting”) will be held on Thursday, May 3, 2018, and at any adjournment thereof. Our Annual Meeting will be held at the Peoria Civic Center, 201 SW Jefferson Ave., Peoria, Illinois 61602, at 10:00 a.m. CDT. A map and directions to the Annual Meeting appear on the final page of this proxy statement.Q.Who is entitled to vote?A. Only shareholders of record of our common stock, $0.01 par value (“Common Stock”), at the close of business on the record date, February 26, 2018, are entitled to vote at the Annual Meeting.Q.What will I be voting on?A. 1. Election of Directors. Twelve directors are to be electedonline check-in process. Attendance at the Annual Meeting is subject to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. 2.Non-Binding Advisory Approval of Executive Compensation. In accordance with Section 14A of the Exchange Act, the Company is providing shareholders with the right to cast anon-binding advisory vote at the Annual Meeting to approve the compensation of the NEOs. This proposal, commonly known as a“say-on-pay” proposal, provides shareholders with the opportunity to endorse or not endorse the Company’s compensation program. 3. Ratification of the Appointment of PwC as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2018. The Company is asking its shareholders to ratify the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. PwC was appointedcapacity limits set by the Audit and Risk Committee.Ameren Corporation2018 Proxy Statement 7 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 4. A Shareholder Proposal Regarding a Report on Coal Combustion Residuals. The Company is asking its shareholders to vote against a shareholder proposal regarding a report on coal combustion residuals, if presented at thevirtual meeting by the proponent.platform provider. Q.How many votes do I have?A.Each share of Common Stock is entitled to one vote. The shares referredvote for each director nominee and one vote for each of the other proposals. In general, shareholders may vote prior to on your proxy cardthe Annual Meeting by telephone, the Internet or Notice of Internet Availability of Proxy Materials represent all shares registeredmail, or during the Annual Meeting by participating in the name(s) shown thereon, includingvirtual meeting. See “ADDITIONAL INFORMATION — Questions and Answers About the Annual Meeting and Voting” for more details regarding how you may vote if you are a registered holder or a beneficial owner of shares held in our dividend reinvestment and stock purchase plan (“DRPlus Plan”) and Ameren’s 401(k) savings plan.“street name.”Q.How do I obtain materials for the Annual Meeting?A. As permitted by SEC rules, we are making this proxy statement and our annual report available to shareholders electronically via the Internet. On or about March 19, 2018,29, 2022, we began mailing to certain shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained inon the notice. The proxy statement and our 2017 Form10-K, including consolidated financial statements, are available to you at www.amereninvestors.com/financial-info/proxy-materials/ameren-proxy-material. This proxy statement andOn or about March 29, 2022, we began mailing the accompanying proxy card are also first being mailed to shareholders on or about March 19, 2018. In the same package with this proxy material, you should have received a copy of our 2017 Formcertain shareholders.10-K, including consolidated financial statements. When you receive this package, if all of these materials are not included, please contact us and a copy of any missing material will be sent at no expense to you. You may reach us:- by mail addressed toOfficeBy order of the Board of Directors,
Senior Vice President, General Counsel and SecretaryAmeren CorporationP.O. Box 66149, Mail Code 1370MO 63166-6149- by calling toll-freeMissouri1-800-255-2237March 29, 2022 (or in the St. Louis area314-554-3502).Q.How many shares must be present to holdMeeting?Meeting to be held on May 12, 2022: A. In order to conduct the Annual Meeting, holders 4 Ameren Corporation
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| APPENDIX B — 2022 OMNIBUS INCENTIVE COMPENSATION PLAN | | | | | | |
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In determining whether a quorum is present at the Annual Meeting, shares represented by a proxy that directs that the shares abstain from voting or that a vote be withheld on a matter, as well as broker non-votes, will be deemed to be represented at the meeting for quorum purposes. A “brokernon-vote” occurs when shares are represented by a proxy, returned by a broker, bank or other fiduciary holding shares as the record holder in nominee or “street” name for a beneficial owner, which gives voting instructions as to at least one of the mattersitems to be voted on but indicates that the record holder does not have the authority to vote or give voting instructions by proxy on a particular matter, such as anon-discretionary matter for which voting instructions
8 Ameren Corporation2018 Proxy Statement
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have not been given to the record holder by the beneficial owner. Shares as to which voting instructions are given as to at least one of the matters to be voted on will 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 will be deemed to be represented at the meeting.
A. In all matters, including 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 will be valid as an act of the shareholders, unless a larger vote is required by law, the Company’sBy-Laws or the Company’s Restated Articles of Incorporation. Each matter on the agenda for the Annual Meeting is subject to this majority voting standard.
In tabulating the number of votes on a matter, (i) shares represented by a proxy, which directs that the shares abstain from voting or that a vote be withheld on one or more matters, will be deemed to be represented at the meeting as to such matter or matters, (ii) brokernon-votes will not be deemed to be represented at the meeting for the purpose of the vote on such matter or matters, (iii) except as provided in (iv) below, shares represented by a proxy as to which voting instructions are not given as to one or more matters to be voted on will not be deemed to be represented at the meeting for the purpose of the vote as to such matter or matters and (iv) a proxy, which states how shares will be voted in the absence of instructions by the shareholder as to any matter, will be deemed to give voting instructions as to such matter. Shareholder votes are certified by independent inspectors of election.
A. By Proxy. Before the Annual Meeting, you can give a proxy to vote your shares of the Company’s Common Stock in one of the following ways:
The telephone and Internet voting procedures are designed to confirm your identity and to allow you to give your voting instructions. If you wish to vote by telephone or the Internet, please follow the instructions on your proxy card or Notice of Internet Availability of Proxy Materials. Additional instructions will be provided on the telephone message and website. Please have your proxy card or Notice of Internet Availability of Proxy Materials at hand when voting. If you vote by telephone or Internet, DO NOT mail a proxy card. The telephone and Internet voting facilities will close at 11:59 P.M. EDT on May 2, 2018.
If you mail us your properly completed and signed proxy card, or vote by telephone or the Internet, your shares of Common Stock will be voted according to the choices that you specify. If you sign and mail your proxy card without marking any choices, your proxy will be voted as recommended by the Board — FOR the Board’s nominees for director (Item (1)), FOR thenon-binding advisory approval of the compensation of our NEOs disclosed in this proxy statement (Item (2)), FOR the ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm (Item (3)), AGAINST the shareholder proposal regarding a report on coal combustion residuals (Item (4)), and in the discretion of the named proxies upon such other matters as may properly come before the meeting.
If you hold any shares in the 401(k) savings plan of Ameren, your completed proxy card or telephone or Internet proxy vote will serve as voting instructions to the plan trustee, and the plan trustee will vote your shares as you have directed. However, your voting instructions must be received at leastfive days prior to the Annual Meeting (i.e., by April 28, 2018) in order to count. In accordance with the terms of the plan, the trustee will vote all of the shares held in the plan for which voting instructions have not been received in accordance with instructions received from an independent fiduciary designated by Ameren Services Company, a wholly owned subsidiary of the Company (“Ameren Services”).
Ameren Corporation2018 Proxy Statement 9
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If you have shares registered in the name of a bank, broker or other registered owner or nominee, you should receive instructions from that registered owner about how to instruct them to vote those shares.
In Person. You may come to the Annual Meeting and cast your vote there. Only shareholders of record at the close of business on the record date, February 26, 2018, are entitled to vote at and to attend the Annual Meeting.
A. You may revoke your proxy at any time after you give it and before it is voted by entering a new vote by telephone or the Internet or by delivering either a written revocation or a signed proxy bearing a later date to the Secretary of the Company or by voting in person at the Annual Meeting. To revoke aYou should read the entire proxy by telephonestatement carefully before voting.
A. If you hold your shares in street name and you do not provide your broker with timely voting instructions, New York Stock Exchange (“NYSE”“Company”) rules permit brokerage firms to vote your shares at their discretion on certain “routine” matters. At the Annual Meeting, the only routine matter is the ratification of the appointment of PwC as our independent registereda public accounting firm. Brokerage firms may not vote without instructions from you on the following matters: election of directors, advisory vote on approval of executive compensation, or the shareholder-presented proposal. Without your voting instruction on items that require them, a brokernon-vote will occur.
A. The solicitation of proxies is made by our Board of Directors (the “Board of Directors” or the “Board”) for the Annual Meeting of Shareholders of the Company. We are autility holding company headquartered in St. Louis, Missouri. Ameren serves 2.4 million electric customers and our principal direct and indirect subsidiaries includemore than 900,000 natural gas customers in a 64,000-square-mile area through its rate-regulated utility subsidiaries: Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”);, and Ameren Illinois Company, doing business as Ameren Illinois (“Ameren Illinois”);. Ameren Missouri provides electric generation, transmission and distribution service, as well as natural gas distribution service. Ameren Illinois provides electric transmission and distribution service and natural gas distribution service, but does not own any power generating assets. Ameren Transmission Company of Illinois.Illinois operates a Federal Energy Regulatory Commission rate-regulated electric transmission business in the Midcontinent Independent System Operator, Inc.
| | | | Environmental Stewardship Accelerating transition to a cleaner and more diverse portfolio − Targeting net-zero carbon emissions by 2050, with strong interim targets in 2030 and 2040 − Expect to add 2,400 megawatts (“MW”) of new renewable generation by 2030 and a total of 4,700 MW by 20401 − Advanced expected retirement dates of two coal-fired energy centers in Ameren Missouri’s 2020 Integrated Resource Plan; all coal-fired energy centers expected to be retired by 2042 − Expect to seek an extension of operating license for our carbon-free Callaway Nuclear Energy Center beyond 2044 − Coal-fired generation expected to be approximately 6% of total rate base by 2026 • Investing approximately $185 million annually over the next several years to fund electric and natural gas energy efficiency and demand response programs • Leading role in industry initiative to transform transportation infrastructure through development of a vast electric vehicle charging network • Well below federal and state limits for nitrogen oxide, sulfur dioxide and mercury • Significant water savings from closure of all ash pond facilities at coal-fired energy centers by 2023 • Significant transmission investment to support transition to clean energy • Replaced 100% of cast and wrought iron pipeline on our natural gas delivery system; eliminated remaining unprotected steel pipeline in 2021 | | |
| 6 | | | Ameren Corporation | |
| | | | Social Impact • Delivering value to our customers in 2021 while focused on safety − Improved reliability: 12% better since 20132 − Affordable rates: ~25% below Midwest average3 − Improved customer satisfaction: 23% better since 20134; Ameren Illinois ranked #1 in residential customer satisfaction among peers in the Midwest for 2021 • Socially responsible and economically impactful in communities − ~$140 million to support eligible customers and charities from 2019-2021 • Supporting core value of diversity, equity and inclusion − Ranked first among U.S. utilities for DE&I by DiversityInc in 2021 and among top five since 2009; also ranked a top company for ESG matters by DiversityInc in 2021 − DE&I summit held in 2021 for community leaders and employees − Sponsor of University of St. Louis-Missouri’s Diversity, Equity and Inclusion Accelerator program for St. Louis-based entrepreneurs from underrepresented communities; second cohort began Dec. 2021 − Approximately $900 million in diverse supplier spend in 2021, an 11% increase from 2020 − Executive compensation program includes workforce and supplier diversity performance goals | | |
| | | | Governance • Focused on strong governance practices that promote long-term value and accountability to key stakeholders • Diverse Board of Directors: ~57% women or racially/ethnically diverse5 • Focused on refreshment; average tenure of Board of Directors is approximately six years5 • Oversight of key ESG matters directly by Board of Directors or applicable standing board committees • Management-led Sustainability Executive Steering Committee evaluates key ESG and sustainability initiatives and disclosures • Executive compensation program that supports sustainable, long-term performance through inclusion of appropriate metrics, including ESG-based metrics • Transparency through extensive disclosure and sustainability reporting initiatives: − Second-highest utility ranking and overall score in the Center for Political Accountability’s 2021 Zicklin Index for Corporate Political Disclosure and Accountability − Annual sustainability report; annual EEI/AGA ESG/sustainability framework report; periodic climate risk report that is aligned with the TCFD reporting framework; TCFD and SASB disclosure mapping reports; EEO-1 report; participation in CDP climate and CDP water surveys, and an ESG-specific investor presentation | | |
| 2022 Proxy Statement | | | 7 | |
| | | | Sustainable Growth • Strong long-term growth outlook − Expect strong compound annual earnings per share growth from 2022 through 2026, primarily driven by strong expected compound annual rate base growth − Constructive frameworks for investment in all business segments − Strong long-term infrastructure investment pipeline for benefit of customers and shareholders through 2030 • Attractive dividend − Annualized equivalent dividend rate of $2.36 per share provides attractive yield; annualized dividend increased approximately 38% since 2013 − Dividend increased in 2022 for the ninth consecutive year − Expect future dividend growth to be in-line with long-term earnings per share growth with payout ratio in a range of 55% and 70% of annual earnings • Attractive total return potential − Track record of delivering strong results − Attractive combined earnings and dividend growth outlook compared to regulated utility peers − We believe execution of our strategy will deliver significant long-term value to both customers and shareholders | | |
| 8 | | | Ameren Corporation | |
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| | $3.84 Earnings per diluted share (GAAP) $3.82* Weather normalized earnings per diluted share (non GAAP) | | | | | | | | | | | | | | | | | ||
| | In 2021, Ameren earned $3.84 per diluted share on a GAAP basis, and $3.82 per diluted share on a weather-normalized core (non-GAAP) basis.* Execution of our strategy has driven a strong compound annual earnings per diluted share growth rate from year-end 2013, the year in which we completed the divestiture of our non-rate-regulated merchant generation operations, to year-end 2021 of approximately 16 percent on a GAAP basis and 8 percent on a weather-normalized core (non-GAAP) basis.* | | | | | | | | Ameren shares provided a total shareholder return (“TSR”) of approximately 17 percent in 2021, including an approximately 7 percent increase in the quarterly dividend during the first quarter of 2021, which was the eighth consecutive year the dividend was increased. From December 31, 2013, to December 31, 2021, Ameren shares provided a TSR of approximately 218 percent, which meaningfully exceeded the TSR of the S&P 500 Utility and Philadelphia Utility indices, as well as the S&P 500 index, for such period. | | | | | | | | | |
| 2022 Proxy Statement | | | 9 | |
| 10 | | | Ameren Corporation | |
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A. An admission ticket is required to enter the Company’s Annual Meeting. Please follow the advance registration instructions on your Notice of Internet Availability of Proxy Materials or proxy card. Please plan to arrive promptly to have sufficient time to proceed through a customary security line, which may include a bag search.
A.The Board of Directors has adoptedbelieves that the diverse skills, experiences and perspectives represented by the nominees will continue to support effective oversight of the Company’s strategy and performance.
| | | The Board unanimously recommends a vote “FOR” each of the 14 director nominees. | |
| 2022 Proxy Statement | | | 11 | |
Name | | | | | | Age | | | Director Since | | | Occupation | | | Independent | | | Committee Membership1 | | ||||||||||||
| ARC | | | HRC | | | NCGC | | | NOESC | | | FC | | |||||||||||||||||
| | Warner L. Baxter | | | 60 | | | 2014 | | | Executive Chairman of the Company | | | | | | | | | | | | | | | | | | | | |
| | Cynthia J. Brinkley | | | 62 | | | 2019 | | | Retired Chief Administrative and Markets Officer, Centene Corporation | | | | | | | | | | | | | | | | | ||||
| | Catherine S. Brune | | | 68 | | | 2011 | | | Retired President, Allstate Protection Eastern Territory of Allstate Insurance Company | | | | | | | | | | C | | | | | | | | |||
| | J. Edward Coleman | | | 70 | | | 2015 | | | Retired Executive Chairman of CIOX Health | | | | | C | | | | | | | | | | | | | |||
| | Ward H. Dickson | | | 59 | | | 2018 | | | Retired Executive Vice President and Chief Financial Officer of WestRock Company | | | | | | | | | | | | | | | | C | | |||
| | Noelle K. Eder | | | 52 | | | 2018 | | | Executive Vice President and Global Chief Information Officer of Cigna Corporation | | | | | | | | | | | | | | | | | ||||
| | Ellen M. Fitzsimmons | | | 61 | | | 2009 | | | Chief Legal Officer and Head of Public Affairs of Truist Financial Corporation | | | | | | | | | | | | | | | | | ||||
| | Rafael Flores | | | 66 | | | 2015 | | | Retired Senior Vice President and Chief Nuclear Officer of Luminant | | | | | | | | | | | | | | | | | ||||
| | Richard J. Harshman | | | 65 | | | 2013 | | | Retired Executive Chairman and President and Chief Executive Officer of Allegheny Technologies Incorporated | | | , L | | | | | | | | | | | | | | C | | ||
| | Craig S. Ivey | | | 59 | | | 2018 | | | Retired President of Consolidated Edison Co. of New York, Inc. | | | | | | | | | | | | | | | | | ||||
| | James C. Johnson | | | 69 | | | 2005 | | | Retired General Counsel of Loop Capital Markets LLC | | | | | | | | C | | | | | | | | | | |||
| | Steven H. Lipstein | | | 66 | | | 2010 | | | Retired President and Chief Executive Officer of BJC HealthCare | | | | | | | | | | | | | | | | | ||||
| | Martin J. Lyons, Jr. | | | 55 | | | 2022 | | | President and Chief Executive Officer of the Company | | | | | | | | | | | | | | | | | | | | |
| | Leo S. Mackay, Jr. | | | 60 | | | 2020 | | | Senior Vice President, Ethics and Enterprise Assurance of Lockheed Martin Corporation | | | | | | | | | | | | | | | | |
| ARC | | | Audit and Risk Committee | | | FC | | | Finance Committee | | | C | | | Member and Chair of a Committee | |
| HRC | | | Human Resources Committee | | | NOESC | | | Nuclear, Operations and Environmental | | | L | | | Lead Director | |
| NCGC | | | Nominating and Corporate Governance Committee | | | | | | Sustainability Committee | | | | | | | |
| 12 | | | Ameren Corporation | |
| | | The Board unanimously recommends a vote “FOR” the advisory approval of executive compensation. | |
| 2022 Proxy Statement | | | 13 | |
Type | | | Form | | | Terms | |
Fixed Pay | | | Base Salary | | | • Set annually by the Human Resources Committee based upon market data, executive performance and other factors. | |
Short-term incentives | | | Cash Incentive Pay | | | • Based upon the Company’s GAAP diluted earnings per share (“EPS”), safety performance, operational, customer and diversity measures with an individual performance modifier. | |
Long-term incentives | | | Performance Share Units (“PSUs”) | | | • 60% of the value of the long-term incentive award is granted in the form of PSUs with a performance criteria of TSR compared to utility industry peers over a three-year performance period. • 10% of the value of the long-term incentive award is granted in the form of PSUs with a performance criteria that measures renewable generation and energy storage additions, as well as coal-fired energy center retirements, over a three-year performance period, in MW (the “Clean Energy Transition” metric). | |
| Restricted Stock Units (“RSUs”) | | | • 30% of the value of the long-term incentive award is granted in the form of time-based RSUs. RSUs have a vesting period of approximately 38 months. | | ||
Other | | | Retirement Benefits | | | • Employee benefit plans available to all employees, including 401(k) savings and pension plans. • Supplemental retirement benefits that provide certain benefits not available due to tax limitations. • Deferred compensation program that provides the opportunity to defer part of base salary and short-term incentives, with earnings on the deferrals based on market rates. | |
| “Double-Trigger” Change of Control Protections | | | • Change of control severance pay and accelerated vesting of PSUs and RSUs require both (i) a change of control and (ii) a qualifying termination of employment. | | ||
| Limited Perquisites | | | • Limited perquisites to the NEOs, such as financial and tax planning. | |
10 Ameren Corporation2018 Proxy Statement
| 14 | | | Ameren Corporation | ||||
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Company or any agent
| | | The Board unanimously recommends a vote “FOR” the approval of the Company’s 2022 Omnibus Incentive Compensation Plan. | |
| 2022 Proxy Statement | | | 15 | |
A. The Annual Meeting will be webcast live on May 3, 2018. You are invited to visit www.amereninvestors.com at 10:00 a.m. CDT on May 3, 2018, to hear the webcastauthority of the Annual Meeting. On the home page, you will click on “Live Webcast — 2018 Annual Meeting”, then the appropriate audio link. You cannot record your vote on this webcast.
A. The names of shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and, for ten days prior to the Annual Meeting, at the Office of the Secretary of the Company.
A. The Company is permitted and intends to mail only one Notice of Internet Availability of Proxy Materials and/or one annual report and one proxy statement to multiple registered shareholders sharing an address who have consented to the delivery of one set of proxy materials per address or have received prior notice of our intent to do so, so long as the Company has not received contrary instructions from one or more of such shareholders. This practice is commonly referred to as “householding.” Householding reduces the volume of duplicate information received at your household and the cost to the Company of preparing and mailing duplicate materials.
If you share an address with other registered shareholders and your household receives one set of the proxy materials and you decide you want a separate copy of the proxy materials, the Company will promptly mail your separate copy if you contact the Office of the Secretary, Ameren Corporation, P.O. Box 66149, St. Louis, Missouri 63166-6149 or by calling toll-free1-800-255-2237 (or in the St. Louis area314-554-3502). Additionally, to resume the mailing of individual copies of future proxy materials to a particular shareholder, you may contact the Office of the Secretary, and your request will be effective within 30 days after receipt. You may request householding of these documents by providing the Office of the Secretary with a written request to eliminate multiple mailings. The written request must include names and account numbers of all shareholders consenting to householding for a given address and must be signed by those shareholders.
Additionally, the Company has been notified that certain banks, brokers and other nominees may household the Company’s proxy materials for shareholders who hold Company shares with the bank, broker or other nominee in “street” name and have consented to householding. In this case, you may request individual copies of proxy materials by contacting your bank, broker or other nominee.
Ameren Corporation2018 Proxy Statement 11
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AMEREN CORPORATE GOVERNANCE OVERVIEW
The Company has a history of strong corporate governance practices and is continuously focused on ensuring that its corporate governance practices protect and enhance long-term shareholder value. The Company’s commitment to good corporate governance is demonstrated through practices such as:
Board of Directors:
| | | The Board unanimously recommends a vote “FOR” the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. | |
| | | Year Ended December 31, 2021 ($) | | | Year Ended December 31, 2020 ($) | | ||||||
Audit Fees | | | | | 4,157,000 | | | | | | 3,923,000 | | |
Audit-Related Fees | | | | | 225,000 | | | | | | 661,475 | | |
Tax Fees | | | | | — | | | | | | — | | |
All Other Fees | | | | | 28,650 | | | | | | 70,100 | | |
| 16 | | | Ameren Corporation | |
Shareholder Rights:
12 Ameren Corporation2018 Proxy Statement
| | | Board Recommendation for Election of Directors The Board unanimously recommends a vote “FOR” each of the 14 director nominees. | |||||
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ITEM (1): ELECTIONOF DIRECTORS
Twelve
INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS
The nomineesnamed below for our Board of Directors are listed below, along with their ages as of December 31, 2017, tenure as director, other directorships held by such nominee duringelection at the previous five years and business background for at least the last five years. Each nominee’s biography below also includes a descriptionAnnual Meeting. All of the specific experience, qualifications, attributes or skillsnominees are currently directors of each director or nominee that ledthe Company and, except for Mr. Lyons, all of the nominees were elected by shareholders at the Company’s prior annual meeting. Mr. Lyons, our President and CEO, was elected by the Board to conclude that such person should serve as a director of Ameren. The fact that we do not list a particular experience, qualification, attribute or skillbeginning January 1, 2022.
| 2022 Proxy Statement | | | 17 | |
Each nominee has consented to being nominated for director and has agreed to serve if elected.
Ameren Corporation2018 Proxy Statement 13
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WARNER L. BAXTER
Chairman of the Company Director since:2014 Age: | |
| OUTSIDE DIRECTORSHIPS: • U.S. Bancorp, December • UMB Financial Corporation, | |
EXECUTIVE EXPERIENCE:
SKILLS
QUALIFICATIONS:
14
| | | Cynthia J. Brinkley Retired Chief Administrative and Markets Officer, Centene Corporation Director since: 2019 Age: 62 | | | STANDING BOARD COMMITTEES: • Human Resources Committee • Nuclear, Operations and Environmental Sustainability Committee OUTSIDE DIRECTORSHIPS: • Energizer Holdings, Inc., 2014–Present | |
| 2022 Proxy Statement | | | 19 | ||||
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CATHERINE S. BRUNE
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Catherine S. Brune
Director since:2011 Age: | |
| STANDING BOARD COMMITTEES: • Audit and Risk Committee • Nominating and Corporate Governance Committee (Chair) OUTSIDE DIRECTORSHIPS: None | |
EXECUTIVE EXPERIENCE:
SKILLS
QUALIFICATIONS:
J. EDWARD COLEMAN
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Health | |
| STANDING BOARD COMMITTEES: • Audit and Risk Committee (Chair) • Finance Committee
OUTSIDE DIRECTORSHIPS: • Lexmark International, Inc., 2010–2016 • Unisys Corporation, 2008–2014 | |
EXECUTIVE EXPERIENCE:
SKILLS
QUALIFICATIONS:
Ameren Corporation2018 Proxy Statement 15
| 20 | | | Ameren Corporation | ||||
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ELLEN M. FITZSIMMONS
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Ward H. Dickson Retired Executive Vice President and Chief Financial Officer of WestRock Company Director since: 2018 Age: | |
| STANDING BOARD COMMITTEES: • Audit and Risk Committee • Finance Committee (Chair) OUTSIDE DIRECTORSHIPS: •
None | |
EXECUTIVE EXPERIENCE:
| | | Noelle K. Eder Executive Vice President and Global Chief Information Officer of Cigna Corporation Director since: 2018 Age: 52 | | | STANDING BOARD COMMITTEES: • Audit and Risk Committee • Nominating and Corporate Governance Committee OUTSIDE DIRECTORSHIPS: • None | |
| 2022 Proxy Statement | | | 21 | |
| | | Ellen M. Fitzsimmons Chief Legal Officer and Head of Public Affairs of Truist Financial Corporation Director since: 2009 Age: 61 | | | STANDING BOARD COMMITTEES: • Finance Committee • Nuclear, Operations and Environmental Sustainability Committee OUTSIDE DIRECTORSHIPS: • None | |
SKILLS
QUALIFICATIONS:
RAFAEL FLORES
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Rafael Flores Retired Senior Vice President and Chief Nuclear Officer of Luminant Director since:2015 Age: | |
| STANDING BOARD COMMITTEES: • Nominating and Corporate Governance Committee • Nuclear, Operations and OUTSIDE DIRECTORSHIPS: None | |
EXECUTIVE EXPERIENCE:
SKILLS
QUALIFICATIONS:
16 Ameren Corporation2018 Proxy Statement
| 22 | | | Ameren Corporation | ||||
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WALTER J. GALVIN
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EXECUTIVE EXPERIENCE:
Mr. Galvin serves as a senior advisor to Irving Place Capital, a private equity fund. Mr. Galvin served as Vice Chairman of Emerson Electric, an electrical and electronics manufacturer, from October 2009 to February 2013. He served as Emerson Electric’s Chief Financial Officer from 1993 until February 2010. He served as a management member of Emerson Electric’s Board of Directors from 2000 to February 2013 and as a consultant to Emerson Electric from February 2013 to September 2015.
SKILLSAND QUALIFICATIONS:
Based primarily upon Mr. Galvin’s extensive executive management and leadership experience as the former Vice Chairman and Chief Financial Officer of an industrial manufacturing company; significant accounting, financial, risk management, regulatory, industry, compensation and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Galvin should serve as a director of Ameren.
RICHARD HARSHMANCHAIRMAN, PRESIDENTAND CHIEF EXECUTIVEOFFICEROF ALLEGHENY TECHNOLOGIESINCORPORATEDDirector since:2013Age:61Mr. Harshman will succeed Mr. Galvin as Lead Director, effective May 3, 2018.Standing Board committees:• Human Resources Committee• Nuclear and Operations Committee (Chair)Outside directorships:• Allegheny Technologies Incorporated, 2011–PresentEXECUTIVE EXPERIENCE:Mr. Harshman serves as the
SKILLSmarkets, from May 2011 through December 2018 and as Executive Chairman from January 2019 through May 2019. Prior to becoming Chairman, President and CEO, Mr. Harshman served as ATI’s President and Chief Operating Officer from August 2010 to May 2011, and Executive Vice President and Chief Financial Officer from December 2000 to August 2010.
QUALIFICATIONS:
Ameren Corporation2018 Proxy Statement 17
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CRAIG S. IVEY
Craig S. Ivey Retired President of Consolidated Edison Company of New York, Inc. Director since:2018 Age: | |
| STANDING BOARD COMMITTEES: • Finance Committee • Nuclear, Operations and OUTSIDE DIRECTORSHIPS: •
None | |
EXECUTIVE EXPERIENCE:
SKILLS
QUALIFICATIONS:
GAYLE P.W. JACKSON, PH.D.
| 2022 Proxy Statement | | | 23 | |
| | James C. Johnson Retired General Counsel, Loop Capital Markets LLC Director since:2005 Age: | |
| STANDING BOARD COMMITTEES: • Human Resources Committee (Chair) • Nominating and Corporate Governance Committee OUTSIDE DIRECTORSHIPS: •
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EXECUTIVE EXPERIENCE:
Dr. Jackson serves as the President and Chief Executive Officer of Energy Global, Inc., a consulting firm that specializes in corporate development, diversification and government relations strategies for energy companies. From 2002 to 2004, Dr. Jackson served as Managing Director of FE Clean Energy Group, a global private equity management firm that invests in energy companies and projects in Central and Eastern Europe, Latin America and Asia. Dr. Jackson is a past Deputy Chairman of the Federal Reserve Bank of St. Louis.
SKILLSAND QUALIFICATIONS:
Based primarily upon Dr. Jackson’s extensive executive management and leadership experience as the President and Chief Executive Officer of a consulting firm which specializes in corporate development, diversification and government relations strategies for energy companies; strong strategic planning, marketing, banking, financial, regulatory, industry, compensation and administrative skills and experience; her experience as a director of two other publicly-traded companies; and tenure and contributions as a current Board and Board committee member, the Board concluded that Dr. Jackson should serve as a director of Ameren.
18 Ameren Corporation2018 Proxy Statement
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JAMES C. JOHNSON
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• Energizer Holdings, Inc., 2013–Present • Edgewell Personal Care Company, 2015–Present | |
EXECUTIVE EXPERIENCE:
SKILLS In February 2018, Mr. Johnson completed the NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight, demonstrating his commitment to board-level cyber-risk oversight.
QUALIFICATIONS:
STEVEN H. LIPSTEIN
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HealthCare | |
| STANDING BOARD COMMITTEES: • Human Resources Committee • Nominating and Corporate Governance Committee
OUTSIDE DIRECTORSHIPS: • None | |
EXECUTIVE EXPERIENCE:
SKILLS
QUALIFICATIONS:
Ameren Corporation2018 Proxy Statement 19
| 24 | | | Ameren Corporation | ||||
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STEPHEN R. WILSON
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Martin J. Lyons, Jr. President and Chief Executive Officer of the Company Director since: 2022 Age: | |
| OUTSIDE DIRECTORSHIPS: •
None | |
EXECUTIVE EXPERIENCE:
SKILLSthe Company.
QUALIFICATIONS:
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| | | Leo S. Mackay, Jr. Senior Vice President, Ethics and Enterprise Assurance of Lockheed Martin Corporation Director Age: 60 |
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| STANDING BOARD COMMITTEES: • Audit and Risk Committee • Nuclear, Operations and Environmental Sustainability Committee OUTSIDE DIRECTORSHIPS: • Cognizant Technology Solutions Corporation, October 2012–Present | |
20 AmerenProxy Statementand also serves as the company’s chief sustainability officer. He previously held multiple senior leadership positions at Lockheed Martin, including Senior Vice President, Internal Audit, Ethics and Sustainability from June 2016 to July 2018, and Vice President, Ethics and Sustainability from July 2011 to July 2016. Prior to joining Lockheed Martin, Mr. Mackay served as chief operations officer of ACS State Healthcare, LLC. He also held leadership roles at the United States Department of Veterans Affairs and Bell Helicopter Textron, Inc.
| 2022 Proxy Statement | | | 25 | ||||
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Board and Committee Meetings and Annual Meeting Attendance
During 2017, the Board of Directors met 6 times. All then-incumbent 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 held during the period for which such directors have been directors.
The Company has adopted a policy under which Board members are expected to attend each shareholders’ meeting. At the 2017 annual meeting of shareholders, all of the then-incumbent directors were in attendance.
Director Qualification Standards
The Board of Directors, in accordance with NYSE listing standards, has adopted a formal set of
A director who attains age 72 prior to the date of an annual meeting is required to submit a letter to the Nominating
at the next annual meeting after attaining age 72.
Effectiveness
The Company’sBy-Lawsand Corporate Governance Guidelines delegatethe Committee have been actively focused on refreshment to ensure the Board continues to reflect an appropriate mix of Directors the right to exercise its discretion to either separate or combine the offices of Chairman of the Boardskills, attributes and Chief Executive Officer. The Board annually 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 Board’s 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 independent members of the Board have 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:
Ameren Corporation2018 Proxy Statement 21
Age Gender Race/Ethnicity Tenure
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The Board recognizes that, depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. A Board leadership structure that separates the roles of Chairman of the Board and Chief Executive Officer has previously served the Company and its shareholders well and may serve them well in the future. The Company is committed to reviewing this determination on an annual basis.
According to the Company’s Corporate Governance Guidelines, when the Chairman of the Board is the Chief Executive Officer or an employee of the Company, the Nominating and Corporate Governance Committee of the Board of Directors will select an independent director to preside at or lead the executive sessions (which selection will be ratified by vote of the independent directors of the Board of Directors) (the “Lead Director”). The Company’s Corporate Governance Guidelines provide that the Lead Director will serve aone-year term and that it is expected that the Lead Director will serve at least three and no more than five consecutive terms in order to facilitate the rotation of the Lead Director position while maintaining experienced leadership. Effective May 3, 2018, Mr. Harshman will succeed Mr. Galvin as the Lead Director. The Company’s Corporate Governance Guidelines set forth the authority, duties and responsibilities of the Board of Directors’ Lead Director as follows:
22 Ameren Corporation2018 Proxy Statement
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In performing the duties described above, the Lead Director is expected to consult with the Chairs of the appropriate Board committees and solicit their participation. The Lead Director also performs such other duties as may be assigned to the Lead Director by the Company’sBy-Laws or the Board of Directors.
Risk Oversight Process
Given the importance of monitoring risks, the Board has charged its Audit and Risk Committee with oversight responsibility of the Company’s overall enterprise risk management process, which includes the identification, assessment, mitigation and monitoring of risks on a Company-wide basis. Our enterprise risk management program is a comprehensive, consistently applied management framework that is designed to ensure all forms of risk and opportunity are identified, reported and managed in an effective manner. Risk management is embedded into business processes and key decision making at all levels of the Company.
The Audit and Risk Committee meets on a regular basis to review the enterprise risk management processes, at which time applicable members of senior management provide reports to the Audit and Risk Committee. The Audit and Risk Committee coordinates this oversight with other committees of the Board having primary oversight responsibility for specific risks (see “— BOARD COMMITTEES” below). Each of the Board’s standing committees receives regular reports from members of senior management concerning its assessment of 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 a Board committee are considered by the Audit and Risk Committee through its oversight of the Company’s enterprise risk management process. The Audit and Risk Committee then discusses with members of senior management methods to mitigate such risks.
Notwithstanding the Board’s oversight delegation to the Audit and Risk Committee, the entire Board is actively involved in risk oversight. The Audit and Risk Committee annually reviews for the Board which committees maintain oversight responsibilities described above and the overall effectiveness of the enterprise risk management process. In addition, at each of its meetings, the Board receives a report from the Chair of the Audit and Risk Committee, as well as from the Chair of each of the Board’s other standing committees identified below, each of which is currently chaired by an independent director. The Board then discusses and deliberates on the Company’s risk management practices. Through the process outlined above, the Board believes that its leadership structure provides effective oversight of the Company’s risk management.
Consideration of Risks Associated with Environmental, Social and Governance Matters
We are committed to operating in a sustainable manner and are doing this by carefully balancing our key responsibilities to our customers and the communities we serve, ourco-workers, our shareholders, and the environment. Reflecting this balanced approach to sustainability, Ameren’s commitment to strong corporate governance includes policies and principles that integrate environmental, social and governance (“ESG”) matters into our broader risk management and strategic planning initiatives. We are focused on ensuring that our corporate governance and enterprise risk management practices protect and enhance long-term shareholder value and reflect our environmental stewardship.
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The full Board of Directors oversees environmental matters as they relate to policy and strategy. The Nuclear and Operations Committee oversees and reviews our operations, including safety, performance, and compliance issues, including environmental and nuclear compliance, and related risk management policies and practices. The Nominating and Corporate Governance Committee oversees governance matters and public affairs considerations with respect to key constituents, including the responsiveness of the Company’s positions on shareholder proposals for inclusion in the proxy statement. The Human Resources Committee is responsible for oversight of our programs to attract, develop, promote and retain a diverse and inclusive workforce and to ensure that these programs support our overall business strategy and objectives.
We provide extensive information regarding our sustainability initiatives through our website, including in our annual Corporate Social Responsibility report, our responses to the annual climate change and water surveys conducted by the Carbon Disclosure Project, and our other filings with the SEC. In addition, we are participating in the Edison Electric Institute’s (“EEI”) ESG and sustainability-related pilot reporting program. This program aims to develop a reporting framework to enable utility companies to provide key ESG and sustainability information on a consistent basis. EEI’s pilot reporting framework includes both a quantitative section with data on recent greenhouse gas emissions, as well as a 2005 baseline for comparison, and a qualitative section with a discussion of the company’s ESG and sustainability strategy and governance. Our pilot report under this framework, which includes emissions data for 2015 and 2016, was published in March 2018 and is available on our website atwww.amereninvestors.com/corporate-governance/EEI-ESG-Sustainability. EEI expects to release an updated version of the reporting framework in 2018 for member company use in reporting 2017 data.
During the first quarter of 2019, we will issue a climate risk report that includes analysis of the impact of technological and policy changes that are consistent with limiting global warming. Among other things, this report will leverage the results of our participation in the Electric Power Research Institute’s study regarding utility industry scenario analyses with respect to climate change, which is expected to be complete in late 2018.
Consideration of Risks Associated with Compensation
In evaluating the material elements of compensation available to executives and other Company employees, the Human Resources Committee takes into consideration whether the Company’s compensation policies and practices may incentivize behaviors that might lead to excessive risk taking. The Human Resources Committee, with the assistance of its independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), and Company management, reviews the Company’s compensation policies and practices each year for design features that have the potential to encourage excessive risk taking. The program contains multiple design features that manage or mitigate these potential risks, including:
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Based upon the above considerations, the Human Resources Committee determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
The Board of Directors has a standing Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear and Operations Committee and Finance Committee, the chairs and members of which are recommended by the Nominating and Corporate Governance Committee, appointed annually by the Board and are identified below. The Audit and Risk Committee, Human Resources Committee and Nominating and Corporate Governance Committee are comprised entirely ofnon-management directors, each of whom the 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 the Director Nomination Policy. In addition, the Nuclear and Operations Committee and the Finance Committee are currently comprised entirely ofnon-management directors, each of whom the Board has also determined to be “independent” under the Director Nomination Policy. A more complete description of the duties of each standing Board committee is contained in each standing Board committee’s charter available at www.amereninvestors.com/corporate-governance.
Ameren Corporation2018 Proxy Statement 25
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Regular evaluation of the
strategy •
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with diverse backgrounds and experiences • Retirement age policy • Commitment to robust director succession planning •
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| | | | • Average director tenure of approximately 6 years • >57% of Board nominees are gender or racially/ethnically diverse • Experience reflected in recent Board additions includes: • Customer relations experience • Cyber / IT / Digital experience • Environmental / Sustainability experience • Financial experience • Human capital management / DE&I experience • Utilities / Regulatory / Governmental experience • Operations experience • Active executive | |
Corporate Governance Guidelines and Policies, Committee Charters and Codes of Conduct
The
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Standing Board Committee Governance Practices
The standing Board committees focus on good governance practices. These include:
Human Resources Committee Governance Practices
The Human Resources Committee obtains professional advice from an independent compensation consultant engaged directly by and who reports to the Committee. It is the Human Resources Committee’s view that its compensation consultant should be able to render candid and expert advice independent of management’s influence. In February 2018, the 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 consideration to a broad range of attributes necessary to assist the needs of the Committee in setting compensation, including:
Meridian representatives attended all of the Human Resources Committee meetings during 2017. At the Human Resources Committee’s request, the consultant met regularly with the Committee members outside the presence of management, and spoke separately with the Committee Chair and other Committee members.
During 2017, the Committee requested of Meridian the following items:
Other than services provided to the Human Resources Committee as set forth above and for the Nominating and Corporate Governance Committee as described below, Meridian did not perform any other services for the Company or any of its subsidiaries in 2017.
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Pursuant to its letter agreement with the Committee, if the Company or management of the Company proposes that Meridian perform services for the Company or management of the Company other than in Meridian’s retained role as consultant to the Committee and the Nominating and Corporate Governance Committee, any such proposal is required to be submitted to the Committee for approval before such services begin.
In December 2017, the Nominating and Corporate Governance Committee also approved the continued engagement of Meridian as its independent consulting firm with respect to director compensation matters. See “— Director Compensation — Role of Director Compensation Consultant” below for a description of the services Meridian provided to the Nominating and Corporate Governance Committee in 2017.
Each of the Human Resources Committee and Nominating and Corporate Governance Committee has procedures for the purpose of determining whether the work of any compensation consultant raises any conflict of interest. Pursuant to such procedures, in December 2017 each such committee considered various factors, including the six factors mandated by SEC rules, and determined that with respect to executive and director compensation-related matters, no conflict of interest was raised by the work of Meridian.
Delegation of Authority
The Human Resources Committee has delegated authority to the Company’s Administrative Committee, comprised of designated members of management, to approve changes, within specified parameters, to certain of the Company’s retirement plans. It has also delegated authority to management to make pro rata equity grants in the first year of PSUP eligibility to executives who, while not Section 16 Officers, are newly promoted into a PSUP eligible role or hired into a PSUP eligible role from an external source during the year. In addition, the Human Resources Committee has delegated to the Chief Executive Officer the authority to make discretionary grants of equity awards from apre-authorized pool of shares of Common Stock to executives who are not Section 16 Officers. The Company will ensure the total value of the equity grants made by the Chief Executive Officer does not exceed a specified limit.
Role of Executive Officers
The role of executive officers in compensation decisions for 2017 is described below under “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS — Role of Executive Officers.” Mr. Baxter, as Chief Executive Officer of the Company, was not involved in determining his own compensation. See “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS” below.
Human Resources Committee Interlocks and Insider Participation
No current member of the Human Resources Committee of the Board of Directors (Messrs. Johnson, Harshman, Lipstein and Wilson) was at any time during 2017 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure under applicable SEC rules.
No executive officer of 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 Company’s Board of Directors or the Human Resources Committee during 2017.
Consideration of Director Nominees
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professional search firms or other third parties to assist in identifying and evaluating potential nominees. In 2017, a third-party search firm was engaged by the Nominating and Corporate Governance Committee to assist in identifying and evaluating potential director nominees.
process.
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Pursuant to the Company’s
The Company’s Director Nomination Policy requires all directors standing for reelectionre-election to agree that in the event that any director fails to obtain the required majority vote at an annual meeting of shareholders, such director will tender his or her resignation as a director. The Nominating and Corporate Governance Committee will evaluate the best interests of the Company and its shareholders and will recommend to the Board the action to be taken with respect to such tendered resignation.
Board Succession Planning
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Executive Sessions of Independent Directors
The independent directors meet privately in executive sessionsinclusion, and processes used by management to consider such matters as they deem appropriate, without management being present, as a routinely scheduled agenda item for every Board meeting. During 2017, all directors other than Mr. Baxter were independent (see “— Director Independence” below). Walter J. Galvin, who currently serves as the Lead Director, presides at the executive sessions. The Lead Director’s duties also include those detailed under “— Board Leadership Structure” above.
Executiveassess progress on strategic culture initiatives.
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and its subsidiaries and affiliates. The Board also considered whether there were any transactions or relationships between directors, nominees or any member of their immediate family (or any entity of which a director, director nominee or an immediate family member is an executive officer, general partner or significant equity holder). As provided in the Director Nomination Policy, the purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the director or nominee is independent.
All
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| Meetings in 2021: 13 Chair J. Edward Coleman Other Members Catherine S. Brune Ward H. Dickson Noelle K. Eder Leo S. Mackay, Jr. Each of J. Edward Coleman and Ward H. Dickson has been determined by the Board to qualify as an “audit committee financial expert” as that term is defined by the SEC. The Board has also determined that each committee member is “financially literate” within the meaning of the NYSE listing standards. | | | • Appoints and oversees the independent registered public accountants; pre-approves all audit, audit-related services and non-audit engagements with independent registered public accountants. • Ensures that the lead and concurring audit partners of the independent accountants are rotated at least every five years, as required by the Sarbanes-Oxley Act of 2002; periodically considers a potential rotation of the independent accountant firm. • Evaluates the qualifications, performance and independence of the independent accountant, including a review and evaluation of the lead partner of the independent accountant, taking into account the opinions of management and the Company’s internal auditors, and presents its conclusions to the full Board on an annual basis. • 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 the independent registered public accountants the scope and results of audits and financial statements, disclosures and earnings press releases. • Reviews with management and independent registered public accountants the Company’s critical accounting policies, current accounting trends and developments that may affect the financial statements, significant changes in the selection or application of accounting principles, the effect of regulatory and accounting initiatives on the Company’s consolidated financial statements, and critical audit matters addressed during the audit. • 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 enterprise risk management processes, which include the identification, assessment, mitigation and monitoring of risks, including strategic, operational and cybersecurity risks, on a Company-wide basis. • Coordinates its oversight of enterprise risk management with other Board committees having primary oversight responsibilities for specific risks. • Oversees an annual audit of the Company’s political contributions; performs other actions as required by the Sarbanes-Oxley Act of 2002, the NYSE listing standards and its Charter. • Reviews with management the results of any cybersecurity risk assessments or audits, reports of investigations into significant cybersecurity events and assessments of the Company’s insurance coverage for significant cybersecurity operational risks. • Reviews investigatory, legal and regulatory matters that may have a material effect on financial statements. • Establishes a system by which employees may communicate directly with members of the Committee about accounting, internal controls and financial reporting deficiency. • Oversees the Company’s enterprise ethics and compliance program, including the Code of Ethics applicable to all of the Company’s directors, officers and employees, and the Company’s Supplemental Code of Ethics for Principal Executive and Senior Financial Officers (see “— Board Practices, Policies and Processes — Corporate Governance Guidelines and Policies, Committee Charters and Codes of Conduct” below); the identification and adherence to compliance obligations; and Company governance processes and policies. | |
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| Meetings in 2021: 8 Chair James C. Johnson Other Members Cynthia J. Brinkley Richard J. Harshman Steven H. Lipstein | | | • Reviews and approves objectives relevant to the compensation of the Chief Executive Officer of the Company and Presidents of its subsidiaries as well as other executive officers. • Administers and approves awards under the incentive compensation plan. • Administers and approves executive employment agreements, severance agreements and change of control agreements, if any. • Reviews with management, and prepares an annual report regarding, the Compensation Discussion and Analysis section of the Company’s proxy statement. • Recommends to the Board amendments to those pension plans sponsored by the Company or any of its subsidiaries, except as otherwise delegated. • Reviews with management the Company’s human capital management practices, including diversity, equity and inclusion initiatives. • Performs other actions as required by the NYSE listing standards and its Charter, including the retention of outside compensation consultants and other outside advisors. • Reviews the Company’s compensation policies and practices to determine whether they encourage excessive risk taking. • Assists the Board of Directors in overseeing the development of executive succession plans. | |
| Meetings in 2021: 6 Chair Catherine S. Brune Other Members Noelle K. Eder Rafael Flores James C. Johnson Steven H. Lipstein | | | • 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. • Oversees the annual self-assessments of the Board and its committees. • Reviews the Board’s 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 the Company’s Related Person Transactions Policy (see “— Board Practices, Policies and Processes — Related Person Transactions Policy” below). • Assures that the Company addresses relevant public affairs issues from a perspective that emphasizes the interests of its key constituents (including, as appropriate, shareholders, employees, communities and customers); reviews and recommends to the Board shareholder proposals for inclusion in proxy materials. • 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). • Performs other actions as required by the NYSE listing standards and its Charter, including the retention of independent legal counsel and other advisors. | |
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| Meetings in 2021: 8 Chair Richard J. Harshman Other Members Cynthia J. Brinkley Ellen M. Fitzsimmons Rafael Flores Craig S. Ivey Leo S. Mackay, Jr. | | | • Oversees and reviews the Company’s nuclear and other electric generation and electric and gas transmission and distribution operations, including safety (including emergency preparedness and response), environmental matters, plant physical and cyber security, performance and compliance issues and risk management policies and practices related to such operations. • Reviews the impact of any significant changes in, and oversees compliance with, laws, regulations and standards specifically related to the Company’s facilities and operations. • Reviews significant inquires from and the results of major inspections and evaluations by regulatory agencies and oversight groups and management’s response thereto. • Reviews the Company’s policies, practices, programs and performance related to environmental sustainability, as well as significant communications and reporting to stakeholders regarding environmental sustainability matters. • Reviews and reports to the Board on the effectiveness of management in operating and managing, and the principal risks (including regulatory, reputational, business continuity, and environmental sustainability risks, including those related to climate change and water resource management) related to the Company’s operating facilities, including the Company’s nuclear energy center. • Reviews and provides input to the Human Resources Committee on appropriate safety, environmental sustainability and operational goals to be included in the Company’s executive compensation programs and plans. • Performs other actions as required by its Charter, including the retention of legal, accounting or other advisors. | |
| Meetings in 2021: 7 Chair Ward H. Dickson Other Members J. Edward Coleman Ellen M. Fitzsimmons Craig S. Ivey | | | • Oversees overall financial policies and objectives of the Company and its subsidiaries, including capital project review and approval of financing plans and transactions, investment policies and rating agency objectives. • Reviews and makes recommendations regarding the Company’s dividend policy. • Reviews and recommends to the Board the capital budget of the Company and its subsidiaries; reviews, approves and monitors all capital projects with estimated capital expenditures of between $25 million and $50 million; recommends to the Board and monitors all capital projects with estimated capital costs in excess of $50 million. • Reviews and recommends to the Board the Company’s and its subsidiaries’ debt and equity financing plans. • Oversees the Company’s commodity risk assessment process, system of controls and compliance with established risk management policies and procedures. • Performs other actions as required by its Charter, including the retention of legal, accounting or other advisors. | |
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| | BOARD OF DIRECTORS Our entire Board is elected annually. A majority voting standard is used to elect all directors. Our Board is comprised entirely of independent directors, except for our Executive Chairman and our President and Chief Executive Officer. We have an independent Lead Director with clearly delineated and comprehensive duties and responsibilities. We maintain a director retirement age of 72. We require directors who undergo a significant change in their principal employment to offer their resignation to the Nominating and Governance Committee for its consideration. Only independent directors chair and serve on all standing Board committees, including the Audit and Risk Committee, the Human Resources Committee and the Nominating and Corporate Governance Committee of the Board. Each committee operates under a written charter that has been approved by the Board and is reviewed annually. Our independent directors hold executive sessions of the Board at every regularly scheduled Board meeting that are led by the Lead Director, outside the presence of the Chairman, the Chief Executive Officer or any other Company employee, and meet in private session with the Chief Executive Officer at every regularly scheduled Board meeting. The Board and each of the Board committees annually reviews its performance, structure and processes in order to assess how effectively it is functioning. The Board conducts succession planning on an annual basis and regularly focuses on senior executive development. The Board, and the Audit and Risk Committee of the Board, regularly consider key risks facing and regulations applicable to the Company. | | | | | | | | SHAREHOLDER RIGHTS Shareholders representing not less than 25% of the Company’s outstanding Common Stock have the right to call a special meeting of shareholders. We have implemented proxy access for a single shareholder, or a group of up to 20 shareholders, who have held 3% of the Company’s stock for at least 3 years to nominate the greater of 20% of the Board and two directors. We do not have a shareholder rights plan (“poison pill”) in place. Other than a super-majority requirement (66.67%) to approve mergers as provided by Missouri state statute, we have no super-majority voting requirement for shareholder action. Our directors may be removed without cause. | | |
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and written charters for its Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear, Operations and Environmental Sustainability Committee and Finance Committee. The Board of Directors also has adopted the Company’s Code of Ethics applicable to all of the Company’s directors, officers and employees and the Company’s Supplemental Code of Ethics for Principal Executive and Senior Financial Officers. These documents and other items relating to the governance of the Company can be found on our website at www.amereninvestors.com/corporate-governance. These documents are also available in print free of charge to any shareholder who requests them from the Office of the Company’s Secretary. The information on the Company’s website, or any other website referenced in this report, is not incorporated by reference into this proxy statement.
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interest, other than: (1) competitively bid and the lowest bid is accepted or regulated public utility services transactions; (2) transactions involving trustee type services; (3) transactions in which the Related Person’s 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 SEC’s executive and director compensation proxy 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 SEC’s 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 SEC’s executive and director compensation proxy statement disclosure rules, and such compensation has been or will be approved, or recommended to our Board of Directors for approval, by the Human Resources Committee of our Board of Directors; or (5) compensation of or transaction with a director, if the compensation or transaction is or will be reported pursuant to the SEC’s executive and director compensation proxy statement disclosure rules.
“Related
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“Immediate family member” is defined as 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 domestic employees) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner.
Policy Regarding Communications2021.
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The and its committees.
Name | | | Fees Earned or Paid in Cash(1) ($) | | | Stock Awards(2) ($) | | | Change In Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||
Cynthia J. Brinkley | | | | | 122,500 | | | | | | 145,035 | | | | | | — | | | | | | — | | | | | | 267,535 | | |
Catherine S. Brune | | | | | 127,500 | | | | | | 145,035 | | | | | | — | | | | | | — | | | | | | 272,535 | | |
J. Edward Coleman | | | | | 127,500 | | | | | | 145,035 | | | | | | — | | | | | | — | | | | | | 272,535 | | |
Ward H. Dickson | | | | | 124,896 | | | | | | 145,035 | | | | | | — | | | | | | — | | | | | | 269,931 | | |
Noelle K. Eder | | | | | 121,736 | | | | | | 145,035 | | | | | | — | | | | | | — | | | | | | 266,772 | | |
Ellen M. Fitzsimmons | | | | | 120,000 | | | ��� | | | 145,035 | | | | | | — | | | | | | — | | | | | | 265,035 | | |
Rafael Flores | | | | | 120,000 | | | | | | 145,035 | | | | | | — | | | | | | — | | | | | | 265,035 | | |
Richard J. Harshman | | | | | 160,000 | | | | | | 145,035 | | | | | | — | | | | | | — | | | | | | 305,035 | | |
Craig S. Ivey | | | | | 121,736 | | | | | | 145,035 | | | | | | — | | | | | | — | | | | | | 266,772 | | |
James C. Johnson | | | | | 125,000 | | | | | | 145,035 | | | | | | — | | | | | | — | | | | | | 270,035 | | |
Steven H. Lipstein | | | | | 117,500 | | | | | | 145,035 | | | | | | — | | | | | | — | | | | | | 262,535 | | |
Leo S. Mackay, Jr. | | | | | 125,000 | | | | | | 145,035 | | | | | | — | | | | | | — | | | | | | 270,036 | | |
Stephen R. Wilson4 | | | | | 43,403 | | | | | | 145,035 | | | | | | — | | | | | | — | | | | | | 188,438 | | |
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Investor Relations, Mail Code 202, 1901 Chouteau Avenue, St. Louis, Missouri 63103.E-mail communications to directors should be sent to directorcommunication@ameren.com. All communications must be accompanied by the following information: if the person submitting the communication is a shareholder, a statement of the number ofimmediately vested shares of the Company’s Common Stock that the person holds; if the person submitting the communication is notvalued at approximately $145,000 were awarded to Directors Brinkley, Brune, Coleman, Dickson, Eder, Fitzsimmons, Flores, Harshman, Ivey, Johnson, Lipstein, Mackay and Wilson on January 2, 2021. Certain of such shares of Company Common Stock were deferred as deferred Stock Units (as defined and described in more detail below). As of December 31, 2021, Director Coleman had 13,700 deferred Stock Units, Director Dickson had 6,217 deferred Stock Units, Director Eder had 6,217 deferred Stock Units, Director Flores had 11,792 deferred Stock Units, Director Harshman had 1,908 deferred Stock Units, Director Ivey had 6,217 deferred Stock Units, Director Johnson had 19,939 deferred Stock Units, and Director Mackay had 1,908 deferred Stock Units accumulated in their deferral accounts from deferrals of annual stock awards, including additional deferred Stock Units credited as a shareholder and is submitting the communicationresult of dividend equivalents earned with respect to the Lead Directordeferred Stock Units (see “— Directors Deferred Compensation Plan Participation” below).
Annual Assessment of Board, Board Committee and Individual Director Performance
The Board of Directors annually reviews its performance, structure and processes in order to assess how effectively it is functioning. This assessment is implemented and administered by the Nominating and Corporate Governance Committee through an annual Board evaluation. Further, each of the Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear and Operations Committee and Finance Committee of the Board conducts an annual evaluation of its performance. After reviewing the Board evaluations, the Lead Director discusses the Board’s effectiveness with each director individually. The Lead Director reports on the Board evaluations. The full Board of Directors discusses the Board evaluation and committee evaluation reports to determine what, if any, action could improve (1) Board and Board committee performance and (2) if necessary, a director’s performance as it relates to the overall effectiveness of the Board.
In addition to the performance evaluations described above, the Nominating and Corporate Governance Committee also reviews annually the performance of all incumbent directors who are eligible for reelection at the Company’s next annual meeting of shareholders.
Shareholder Outreach and Engagement
The Company maintains an active shareholder engagement program to ensure regular communication with shareholders regarding areas of interest or concern. Each year, we conduct outreach to shareholders owning a significant percentage of our outstanding shares of Common Stock.
The Company’s outreach meetings have historically focused on its governance practices, executive compensation, and environmental matters and oversight. Shareholder feedback and suggestions that we receive are reported to the Nominating and Corporate Governance Committee, the Human Resources Committee, or the entire Board, as applicable, for consideration. Our recent engagement efforts have influenced our commitment to produce a climate risk report during the first quarter of 2019, the presentation of our director skills matrix in the proxy statement, and the terms of our proxy accessby-law, among other things.
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As noted above under “— CORPORATE GOVERNANCE — Human Resources Committee Governance Practices,” the
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Annual Cash Retainer | | | • $ | | |
| Additional Cash Retainer for Committee Chairs | | | • $20,000 | |
| Additional Cash Retainer for Lead Director | | | • $30,000 | |
| Equity Compensation | | | | |
| • Annual Grant (on or about January 1) | | | • $150,000 of Common Stock | |
| • Upon Initial Election to the Board | | | • $150,000 of Common Stock (pro-rated for portion of the calendar year for which a new director serves) | |
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Reimbursement of customary and usual travel expenses related to Board and committee service • Eligibility to participate in a nonqualified deferred compensation program as described below | |
Directors who are employees of the Company do not receive compensation for their services as a director.
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The following table sets forth the compensation paid tonon-management directors for fiscal year 2017, other than reimbursement for travel expenses.
2017 DIRECTOR COMPENSATION TABLE
Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change In Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Brune | 106,668 | 105,022 | – | – | – | – | 211,690 | |||||||||||||||||||||
Coleman | 111,672 | 105,022 | – | – | – | – | 216,694 | |||||||||||||||||||||
Fitzsimmons | 111,672 | 105,022 | – | – | – | – | 216,694 | |||||||||||||||||||||
Flores | 106,668 | 105,022 | – | – | – | – | 211,690 | |||||||||||||||||||||
Galvin | 139,164 | 105,022 | – | – | 6,317 | – | 250,503 | |||||||||||||||||||||
Harshman | 116,664 | 105,022 | – | – | – | – | 221,686 | |||||||||||||||||||||
Jackson | 106,668 | 105,022 | – | – | – | – | 211,690 | |||||||||||||||||||||
Johnson | 112,504 | 105,022 | – | – | – | – | 217,526 | |||||||||||||||||||||
Lipstein | 104,160 | 105,022 | – | – | – | – | 209,182 | |||||||||||||||||||||
Wilson | 109,164 | 105,022 | – | – | – | – | 214,186 |
Directors Deferred Compensation Plan Participation
There are no above-market or preferential earnings on compensation deferred with respect to deferrals made by any of our non-management directors.
38 Ameren Corporation2018 Proxy Statement
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same as the price used for calculating the number of additional shares purchased as of such dividend payment date by Ameren’s Deferred Compensation Plan record keeper.
With respect to annual cash retainer and meeting fees, deferred amounts, plus an interest factor, are used to provide payout distributions following completion of Board service and certain death benefits. In October 2009, the Company adopted an amendment to the Directors Deferred Compensation Plan which amended the portion of the Directors Deferred Compensation Plan relating to the interest crediting rates used for cash amounts deferred with respect to plan years commencing on and after January 1, 2010. In October 2010, the Company adopted an amendment to the Directors Deferred Compensation Plan for plan years beginning on and after January 1, 2011 to change the measurement period for the applicable interest rates for cash amounts deferred under such plan prior to January 1, 2010. Pursuant to the amended Directors Deferred Compensation Plan, cash amounts deferred (and interest attributable thereto) accrue interest at the rate to be applied to the participant’s 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:
| ||||
|
After the participant director retires or dies, the deferred amounts (and interest attributable thereto) accrue interest as follows:
| ||||
|
As a result of the changes described in the narrative preceding the tables above, 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.
Ameren Corporation2018 Proxy Statement 39
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up to 15 years. However, in the event a participant ceases being a member of the Company’s Board of Directors prior to age 55, the balance in such participant’s deferral account shall be distributed in a lump sum to the participant within 30 days of the date the participant ceases being a member of the Company’s Board of Directors. In the event a participant ceases being a member of the Company’s Board of Directors prior to age 55 and after the occurrence of a Change of Control (as hereinafter defined under “EXECUTIVE COMPENSATION“— Compensation Tables and Narrative Disclosures — OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS”Potential
| 2022 Proxy Statement | | | 45 | |
Director Stock Ownership Requirement
Since 2007,
| 46 | | | Ameren Corporation | |
| | | Board Recommendation for Advisory Vote to Approve Executive Compensation (Say-on-Pay) Your Board of Directors unanimously recommends a vote “FOR” the advisory approval of the compensation of the named executive officers disclosed in this proxy statement. | |
If at any time anon-management director does not satisfy the stock ownership requirement, such director must retain at least 50 percent of theafter-tax shares acquired by such director subsequent to January 1, 2012 under Ameren’s equity compensation programs until the stock ownership requirement is satisfied.
Allnon-management directors currently satisfy the stock ownership requirement, with the exception of Director Ivey, who became a director in 2018 and has until 2023 to meet this requirement.
ITEM (2): NON-BINDING ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
In accordance with Section 14A of the Exchange Act, the Company is providing shareholders with the right to cast anon-bindingan advisory vote to approve the compensation of the NEOs at the Annual Meeting. This proposal, commonly known as a“say-on-pay” “say-on-pay” proposal, provides shareholders with the opportunity to endorse or not endorse the Company’s compensation program for NEOs through the following resolution:
Board Recommendation for Item 2
Your
| 2022 Proxy Statement | | | 47 | |
Board’s responsibilities relating to compensation of the CompensationCompany’s executive officers. The Committee approves and evaluates all compensation of executive officers, including salaries, bonuses and other 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 proxy statement, as described in the Committee’s Charter. The Compensation Discussion and Analysis has been prepared by management of the Company.
Named Executive Officer | | | Title | |
Warner L. Baxter | | | Executive Chairman, Ameren* | |
Martin J. Lyons, Jr. | | | President and Chief Executive Officer, Ameren* | |
Michael L. Moehn | | | Executive Vice President and Chief Financial Officer, Ameren | |
Richard J. Mark | | | Chairman and President, Ameren Illinois | |
Fadi M. Diya | | | Senior Vice President and Chief Nuclear Officer, Ameren Missouri | |
| 48 | | | Ameren Corporation | |
| • Ameren earned $3.84 per diluted share on a GAAP basis and $3.82 per diluted share on a weather-normalized (non-GAAP) basis in 2021.* The 2021 earnings reflected strong operating performance and the execution of the company’s strategy across all business segments. • Execution of our strategy has driven a strong compound annual earnings per diluted share growth rate from year-end 2013, the year in which we completed the divestiture of our non-rate regulated merchant generation business, to year-end 2021 of approximately 16 percent on a GAAP basis and 8 percent on a weather-normalized core (non-GAAP) basis.* • Ameren shares provided a TSR of approximately 17.1 percent in 2021, including an approximate 7 percent increase in the quarterly dividend during the first quarter of 2021, the eighth consecutive year that the dividend was increased. From December 31, 2013, to December 31, 2021, Ameren shares provided a TSR of approximately 218 percent, which meaningfully exceeded the TSR of the S&P 500 Utility and Philadelphia Utility indices, as well as the S&P 500 index. Ameren’s TSR was also determined to be at the 67th percentile among its peer group for the three-year performance period ended December 31, 2021. • Ameren invested approximately $3.5 billion in energy infrastructure in 2021 to better serve customers, which also drove strong rate base growth of approximately 11 percent, compared with 2020. For the five years ending December 31, 2021, we have invested approximately $13.5 billion in energy infrastructure, which drove robust compound annual rate base growth of approximately 10 percent over the same period. These investments have improved the safety and reliability of our electric and natural gas systems, improved the efficiency of our energy centers, are supporting our clean energy transition through development of additional renewable resources and grid modernization, and strengthened our cybersecurity posture while keeping our electric rates competitive and affordable. | |
| • Ameren’s residential electric rates remained well below the Midwest and national averages. • In 2021, our JD Power residential customer satisfaction scores were approximately 23% better compared to 2013, with Ameren Illinois and Ameren Missouri achieving the first and third residential electric ranking, respectively, among Midwest large utilities. • Our reliability performance remained strong, reflecting a 12% improvement since 2013. • We achieved constructive outcomes in our rate review proceedings with the Missouri Public Service Commission and the Illinois Commerce Commission. • Constructive energy legislation was enacted in Illinois and Missouri that gives Ameren Illinois the option to establish a four-year rate plan. In Missouri, legislation was enacted that enables Ameren Missouri to seek authorization from the Missouri Public Service Commission (“MoPSC”) for the issuance of securitized utility tariff bonds to finance the cost of retiring coal-fired energy centers. • We acquired the Atchison Energy Center, a 300 MW wind generation facility in northwestern Missouri and our second wind energy investment, which will help support compliance with Missouri’s renewable energy standard and support Ameren’s carbon emissions reduction goals. • Ameren Missouri continued implementing its Smart Energy Plan, which was filed with the MoPSC in February 2019. The Smart Energy Plan is designed to modernize Ameren Missouri’s electric infrastructure and includes investments that will upgrade the grid and accommodate more renewable energy. • We continued to make significant investments in our transmission infrastructure to strengthen and modernize the electric grid. • We took further actions to support our commitment to our core value of diversity, equity and inclusion. We once again hosted a DE&I Leadership Summit for our co-workers and community leaders, featuring local and national speakers, as well as community workshops in Missouri and Illinois. We also spent approximately $900 million with minority-, women- and veteran-owned businesses through our robust supplier diversity program in 2021, and we were again named by DiversityInc as the nation’s Top Utility for DE&I in 2021, as well as among the top companies for environmental, social and governance matters. In addition, we were named a Best Place to Work for Disability Equality by the American Association of People with Disabilities and the Disability Equality Index. • We continued our robust energy efficiency programs in both Missouri and Illinois. In 2021, we provided approximately $195 million in funding for these programs, which give our customers the ability to reduce their energy usage and help reduce emissions. | |
| 2022 Proxy Statement | | | 49 | |
| 50 | | | Ameren Corporation | |
| | What we do: | | | | | | | | What we don’t do: | | |
| | Target pay opportunities based on a reasonable range around the size-adjusted median of those provided by similar utility companies, with actual payouts dependent on our corporate short- and long-term performance and the individual’s performance. Maintain a short-term incentive program that is entirely performance-based with the primary focus on our EPS and additional focus on safety, operational, customer and DE&I metrics and individual performance. Design our long-term incentive program with the primary focus on our TSR versus that of a utility peer group and with additional focus on our clean energy transition. Include in our short-term and long-term incentive awards “clawback” provisions that are triggered if the Company makes certain financial restatements, or if the award holder engages in conduct or activity that is detrimental to the Company or violates the confidentiality or customer or employee non-solicitation provisions. Maintain stock ownership requirements for our Senior Leadership Team and non-management directors. Provide only limited perquisites, such as financial and tax planning. Change of control severance pay and accelerated vesting of PSUs and RSUs require both (i) a change of control and (ii) a qualifying termination of employment. Engage an independent compensation consultant who reports directly to the Committee. | | | | | | | | No employment agreements. No employee, officer or director is permitted to hedge Ameren securities. No executive officer or director is permitted to pledge Ameren securities. No tax “gross-up” payments on perquisites. No dividends or dividend equivalents paid on unearned incentive awards. No repricing or backdating of equity-based compensation awards. No excise tax “gross-up” payments except for officers who became participants in the Change of Control Severance Plan prior to October 1, 2009. | | |
| 2022 Proxy Statement | | | 51 | |
Type | | | Form | | | Terms | |
Fixed Pay | | | Base Salary | | | • Set annually by the Human Resources Committee based upon market data, executive performance and other factors. | |
Short-term incentives | | | Cash Incentive Pay | | | • Based upon the Company’s GAAP diluted EPS, safety performance, operational, customer and diversity measures with an individual performance modifier. | |
Long-term incentives | | | Performance Share Units (“PSUs”) | | | • 60% of the value of the long-term incentive award is granted in the form of PSUs with a performance criteria of TSR compared to utility industry peers over a three-year performance period. • 10% of the value of the long-term incentive award is granted in the form of PSUs with a performance criteria that measures renewable generation and energy storage additions, as well as coal-fired energy center retirements, over a three-year performance period, in MW (the “Clean Energy Transition” metric). | |
| Restricted Stock Units (“RSUs”) | | | • 30% of the value of the long-term incentive award is granted in the form of time-based RSUs. RSUs have a vesting period of approximately 38 months. | | ||
Other | | | Retirement Benefits | | | • Employee benefit plans available to all employees, including 401(k) savings and pension plans. • Supplemental retirement benefits that provide certain benefits not available due to tax limitations. • Deferred compensation program that provides the opportunity to defer part of base salary and short-term incentives, with earnings on the deferrals based on market rates. | |
| “Double-Trigger” Change of Control Protections | | | • Change of control severance pay and accelerated vesting of PSUs and RSUs require both (i) a change of control and (ii) a qualifying termination of employment. | | ||
| Limited Perquisites | | | • Limited perquisites to the NEOs, such as financial and tax planning. | |
| 52 | | | Ameren Corporation | |
| 2022 Proxy Statement | | | 53 | |
Name | | | Short-Term Incentive Targets* | | | Long-Term Incentive Targets* | | ||||||
Baxter | | | | | 120% | | | | | | 400% | | |
Lyons | | | | | 75% | | | | | | 300% | | |
Moehn | | | | | 75% | | | | | | 300% | | |
Mark | | | | | 70% | | | | | | 170% | | |
Diya | | | | | 65% | | | | | | 170% | | |
| 54 | | | Ameren Corporation | |
| 2022 Proxy Statement | | | 55 | |
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| 58 | | | Ameren Corporation | |
Name | | | Final Payout as Percent of Target | | |||
Baxter | | | | | 142.6% | | |
Lyons | | | | | 142.6% | | |
Moehn | | | | | 142.6% | | |
Mark | | | | | 142.6% | | |
Diya | | | | | 127.0% | | |
| 2022 Proxy Statement | | | 59 | |
| 60 | | | Ameren Corporation | |
| Relative TSR Performance | | | Payout (% of PSUs Granted) | | | | | | ||
| 90th percentile + | | | 200% | | | | | If TSR is negative over the three-year period, the plan is capped at 150% of the target PSUs granted regardless of performance vs. the PSU Peer Group. | | |
| 70th percentile | | | 150% | | ||||||
| 50th percentile | | | 100% | | ||||||
| 25th percentile | | | 50% | | ||||||
| Below 25th percentile | | | 0% | |
Name | | | Grant Date | | | Target 2019 PSU Awards (#) | | | Target Value at Stock Price on Date of Grant(1) ($) | | | 2019 PSU Awards Earned(2) (#) | | | Value at Year-End Stock Price(3) ($) | | | Earned Value as Percent of Original Target Value(3) (%) | | ||||||||||||||||||
Baxter | | | | | 1/1/19 | | | | | | 49,311 | | | | | | 3,216,557 | | | | | | 75,962 | | | | | | 6,761,378 | | | | | | 210 | | |
Lyons | | | | | 1/1/19 | | | | | | 14,123 | | | | | | 921,243 | | | | | | 21,756 | | | | | | 1,936,502 | | | | | | 210 | | |
Moehn | | | | | 1/1/19 | | | | | | 10,725 | | | | | | 699,592 | | | | | | 16,521 | | | | | | 1,470,534 | | | | | | 210 | | |
Mark | | | | | 1/1/19 | | | | | | 9,413 | | | | | | 614,010 | | | | | | 14,500 | | | | | | 1,290,645 | | | | | | 210 | | |
Diya | | | | | 1/1/19 | | | | | | 8,201 | | | | | | 534,951 | | | | | | 12,633 | | | | | | 1,124,463 | | | | | | 210 | | |
| 2022 Proxy Statement | | | 61 | |
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| 66 | | | Ameren Corporation | |
Name and Principal Position(1) (a) | | | Year (b) | | | Salary(2) ($) (c) | | | Bonus(2) ($) (d) | | | Stock Awards(3) ($) (e) | | | Non-Equity Incentive Plan Compensation(2)(4) ($) (g) | | | Change in Pension Value and Nonqualified Def. Comp. Earnings(5) ($) (h) | | | All Other Compensation(2)(6) ($) (i) | | | Total ($) (j) | | ||||||||||||||||||||||||
Warner L. Baxter Executive Chairman, Ameren | | | | | 2021 | | | | | | 1,300,000 | | | | | | — | | | | | | 5,572,210 | | | | | | 2,224,000 | | | | | | 553,142 | | | | | | 158,484 | | | | | | 9,807,836 | | |
| | | 2020 | | | | | | 1,300,000 | | | | | | — | | | | | | 5,546,556 | | | | | | 1,643,100 | | | | | | 1,374,401 | | | | | | 194,296 | | | | | | 10,058,353 | | | ||
| | | 2019 | | | | | | 1,200,000 | | | | | | — | | | | | | 4,703,053 | | | | | | 2,275,000 | | | | | | 1,347,520 | | | | | | 193,425 | | | | | | 9,718,998 | | | ||
Martin J. Lyons, Jr. President and Chief Executive Officer, Ameren | | | | | 2021 | | | | | | 755,000 | | | | | | — | | | | | | 2,427,141 | | | | | | 807,300 | | | | | | 231,240 | | | | | | 85,032 | | | | | | 4,305,713 | | |
| | | 2020 | | | | | | 740,000 | | | | | | — | | | | | | 3,847,898 | | | | | | 610,000 | | | | | | 774,416 | | | | | | 93,454 | | | | | | 6,065,768 | | | ||
| | | 2019 | | | | | | 707,917 | | | | | | — | | | | | | 1,346,945 | | | | | | 851,900 | | | | | | 766,762 | | | | | | 106,185 | | | | | | 3,779,709 | | | ||
Michael L. Moehn Executive Vice President and Chief Financial Officer, Ameren | | | | | 2021 | | | | | | 715,000 | | | | | | — | | | | | | 2,298,567 | | | | | | 764,500 | | | | | | 203,220 | | | | | | 80,594 | | | | | | 4,061,881 | | |
| | | 2020 | | | | | | 700,000 | | | | | | — | | | | | | 3,640,008 | | | | | | 577,000 | | | | | | 668,523 | | | | | | 82,223 | | | | | | 5,667,754 | | | ||
| | | 2019 | | | | | | 590,000 | | | | | | — | | | | | | 1,022,877 | | | | | | 667,600 | | | | | | 603,400 | | | | | | 88,660 | | | | | | 2,972,537 | | | ||
Richard J. Mark Chairman and President, Ameren Illinois | | | | | 2021 | | | | | | 566,000 | | | | | | — | | ��� | | | | 1,031,102 | | | | | | 564,900 | | | | | | 257,535 | | | | | | 79,466 | | | | | | 2,499,003 | | |
| | | 2020 | | | | | | 555,000 | | | | | | — | | | | | | 1,006,367 | | | | | | 427,000 | | | | | | 401,956 | | | | | | 66,608 | | | | | | 2,456,931 | | | ||
| | | 2019 | | | | | | 539,000 | | | | | | — | | | | | | 897,762 | | | | | | 511,000 | | | | | | 431,827 | | | | | | 80,780 | | | | | | 2,460,369 | | | ||
Fadi M. Diya Senior Vice President and Chief Nuclear Officer, Ameren Missouri | | | | | 2021 | | | | | | 555,000 | | | | | | — | | | | | | 1,011,064 | | | | | | 458,200 | | | | | | 171,833 | | | | | | 53,100 | | | | | | 2,249,197 | | |
| | | 2020 | | | | | | 540,000 | | | | | | — | | | | | | 921,576 | | | | | | 366,500 | | | | | | 401,733 | | | | | | 59,677 | | | | | | 2,289,486 | | | ||
| | | 2019 | | | | | | 515,000 | | | | | | — | | | | | | 782,130 | | | | | | 561,500 | | | | | | 388,374 | | | | | | 56,763 | | | | | | 2,303,767 | | |
| 2022 Proxy Statement | | | 67 | |
Name | | | Year | | | Pension Plan Increase ($) | | | Deferred Compensation Plan Above-Market Interest ($) | | |||||||||
Baxter | | | | | 2021 | | | | | | 514,419 | | | | | | 38,723 | | |
| | | 2020 | | | | | | 1,330,006 | | | | | | 44,395 | | | ||
| | | 2019 | | | | | | 1,318,519 | | | | | | 29,001 | | | ||
Lyons | | | | | 2021 | | | | | | 231,240 | | | | | | — | | |
| | | 2020 | | | | | | 774,416 | | | | | | — | | | ||
| | | 2019 | | | | | | 766,762 | | | | | | — | | | ||
Moehn | | | | | 2021 | | | | | | 193,311 | | | | | | 9,909 | | |
| | | 2020 | | | | | | 657,163 | | | | | | 11,360 | | | ||
| | | 2019 | | | | | | 595,979 | | | | | | 7,421 | | | ||
Mark | | | | | 2021 | | | | | | 239,347 | | | | | | 18,188 | | |
| | | 2020 | | | | | | 381,104 | | | | | | 20,852 | | | ||
| | | 2019 | | | | | | 418,206 | | | | | | 13,621 | | | ||
Diya | | | | | 2021 | | | | | | 167,872 | | | | | | 3,961 | | |
| | | 2020 | | | | | | 397,192 | | | | | | 4,541 | | | ||
| | | 2019 | | | | | | 385,407 | | | | | | 2,967 | | |
| 68 | | | Ameren Corporation | |
| | | | | | | | | | | | | | | 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(4) (#) (i) | | | Grant Date Fair Value of Stock and Option Awards(5) ($) (l) | | ||||||||||||||||||||||||||||||||||||
Name (a) | | | Grant Date(1) (b) | | | Committee Approval Date(1) | | | Threshold ($) (c) | | | Target ($) (d) | | | Maximum ($) (e) | | | Threshold (#) (f) | | | Target (#) (g) | | | Maximum (#) (h) | | ||||||||||||||||||||||||||||||||||||
Baxter | | | | | — | | | | | | — | | | | | | 780,000 | | | | | | 1,560,000 | | | | | | 3,120,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/2/21 | | | | | | 12/10/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,360 | | | | | | 46,719 | | | | | | 93,438 | | | | | | 20,022 | | | | | | 5,572,210 | | | ||
Lyons | | | | | — | | | | | | — | | | | | | 283,125 | | | | | | 566,250 | | | | | | 1,132,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/2/21 | | | | | | 12/10/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,175 | | | | | | 20,350 | | | | | | 40,700 | | | | | | 8,721 | | | | | | 2,427,141 | | | ||
Moehn | | | | | — | | | | | | — | | | | | | 268,125 | | | | | | 536,250 | | | | | | 1,072,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/2/21 | | | | | | 12/10/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,636 | | | | | | 19,272 | | | | | | 38,544 | | | | | | 8,259 | | | | | | 2,298,567 | | | ||
Mark | | | | | — | | | | | | — | | | | | | 198,100 | | | | | | 396,200 | | | | | | 792,400 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/2/21 | | | | | | 12/10/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,323 | | | | | | 8,645 | | | | | | 17,290 | | | | | | 3,705 | | | | | | 1,031,102 | | | ||
Diya | | | | | — | | | | | | — | | | | | | 180,375 | | | | | | 360,750 | | | | | | 721,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/2/21 | | | | | | 12/10/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,239 | | | | | | 8,477 | | | | | | 16,954 | | | | | | 3,633 | | | | | | 1,011,064 | | |
| 2022 Proxy Statement | | | 69 | |
| | | Stock Awards | | |||||||||||||||||||||
Name (a) | | | Number of Shares or Units of Stock That Have Not Vested(1) (#) (g) | | | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) (h) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(3) (#) (i) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(4) ($) (j) | | ||||||||||||
Baxter | | | | | 141,219 | | | | | | 12,569,903 | | | | | | 183,788 | | | | | | 16,358,970 | | |
Lyons | | | | | 66,292 | | | | | | 5,900,651 | | | | | | 79,234 | | | | | | 7,052,618 | | |
Moehn | | | | | 57,440 | | | | | | 5,112,734 | | | | | | 74,995 | | | | | | 6,675,305 | | |
Mark | | | | | 26,630 | | | | | | 2,370,336 | | | | | | 33,669 | | | | | | 2,996,878 | | |
Diya | | | | | 23,794 | | | | | | 2,117,904 | | | | | | 31,899 | | | | | | 2,839,330 | | |
| 70 | | | Ameren Corporation | |
| | | Stock Awards | | |||||||||
Name (a) | | | Number of Shares Acquired on Vesting(1) (#) (d) | | | Value Realized on Vesting(2) ($) (e) | | ||||||
Baxter | | | | | 119,507 | | | | | | 8,397,757 | | |
Lyons | | | | | 55,458 | | | | | | 3,897,034 | | |
Moehn | | | | | 42,200 | | | | | | 2,965,394 | | |
Mark | | | | | 38,978 | | | | | | 2,738,984 | | |
Diya | | | | | 19,282 | | | | | | 1,354,946 | | |
Name (a) | | | Plan Name (b) | | | Number of Years Credited Service(1) (#) (c) | | | Present Value of Accumulated Benefit(2)(3) ($) (d) | | | Payments During Last Fiscal Year(4) ($) (e) | | |||||||||
Baxter | | | 1) Retirement Plan | | | | | 26 | | | | | $ | 1,066,421.00 | | | | | | — | | |
| 2) SRP | | | | | 26 | | | | | $ | 5,302,406.00 | | | | | | — | | | ||
Lyons | | | 1) Retirement Plan | | | | | 20 | | | | | $ | 995,624.00 | | | | | | — | | |
| 2) SRP | | | | | 20 | | | | | $ | 2,523,920.00 | | | | | | — | | | ||
Moehn | | | 1) Retirement Plan | | | | | 21 | | | | | $ | 1,000,333.00 | | | | | | — | | |
| 2) SRP | | | | | 21 | | | | | $ | 1,659,230.00 | | | | | | — | | | ||
Mark | | | 1) Retirement Plan | | | | | 19 | | | | | $ | 990,682.00 | | | | | | — | | |
| 2) SRP | | | | | 19 | | | | | $ | 1,550,407.00 | | | | | | — | | | ||
Diya | | | 1) Retirement Plan | | | | | 16 | | | | | $ | 774,784.00 | | | | | | — | | |
| 2) SRP | | | | | 16 | | | | | $ | 1,060,822.00 | | | | | | — | | |
| 2022 Proxy Statement | | | 71 | |
Name | | | Plan Name | | | Cash Balance Account Lump Sum Value ($) | | |||
Baxter | | | 1) Retirement Plan | | | | | 704,633 | | |
| 2) SRP | | | | | 3,503,543 | | | ||
Lyons | | | 1) Retirement Plan | | | | | 584,876 | | |
| 2) SRP | | | | | 1,482,667 | | | ||
Moehn | | | 1) Retirement Plan | | | | | 558,927 | | |
| 2) SRP | | | | | 927,080 | | | ||
Mark | | | 1) Retirement Plan | | | | | 717,904 | | |
| 2) SRP | | | | | 1,123,513 | | | ||
Diya | | | 1) Retirement Plan | | | | | 494,146 | | |
| 2) SRP | | | | | 676,576 | | |
Participant’s Age on December 31 | | | Regular Credit for Pensionable Earnings* | | |||
Less than 30 | | | | | 3% | | |
30 to 39 | | | | | 4% | | |
40 to 44 | | | | | 5% | | |
45 to 49 | | | | | 6% | | |
50 to 54 | | | | | 7% | | |
55 and over | | | | | 8% | | |
| 72 | | | Ameren Corporation | |
Name (a) | | | Executive Contributions in 2021(1) ($) (b) | | | Company Contributions in 2021(2) ($) (c) | | | Aggregate Earnings in 2021(3) ($) (d) | | | Aggregate Withdrawals/ Distributions ($) (e) | | | Aggregate Balance at 12/31/21(4) ($) (f) | | |||||||||||||||
Baxter | | | | | 159,186 | | | | | | 119,390 | | | | | | 415,315 | | | | | | — | | | | | | 5,894,268 | | |
Lyons | | | | | 64,500 | | | | | | 48,375 | | | | | | 170,720 | | | | | | — | | | | | | 1,848,366 | | |
Moehn | | | | | 113,881 | | | | | | 45,090 | | | | | | 252,949 | | | | | | — | | | | | | 2,395,535 | | |
Mark | | | | | 338,637 | | | | | | 31,635 | | | | | | 238,569 | | | | | | — | | | | | | 4,242,592 | | |
Diya | | | | | 340,564 | | | | | | 28,418 | | | | | | 106,444 | | | | | | — | | | | | | 3,767,943 | | |
Name | | | Executive Contributions ($) | | | Company Matching Contributions ($) | | | Interest Earnings ($) | | | Total ($) | | | Amount Previously Reported as Compensation in Prior Years(1) ($) | | |||||||||||||||
Baxter | | | | | 1,990,700 | | | | | | 960,714 | | | | | | 2,942,854 | | | | | | 5,894,268 | | | | | | 3,012,619 | | |
Lyons | | | | | 645,352 | | | | | | 484,015 | | | | | | 718,999 | | | | | | 1,848,366 | | | | | | 1,016,493 | | |
Moehn | | | | | 977,493 | | | | | | 326,361 | | | | | | 1,091,681 | | | | | | 2,395,535 | | | | | | 887,314 | | |
Mark | | | | | 2,597,260 | | | | | | 291,373 | | | | | | 1,353,959 | | | | | | 4,242,592 | | | | | | 2,205,963 | | |
Diya | | | | | 2,894,246 | | | | | | 233,073 | | | | | | 640,624 | | | | | | 3,767,943 | | | | | | 2,355,273 | | |
| 2022 Proxy Statement | | | 73 | |
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 Mergent’s Seasoned AAA Corporate Bond Yield Index rate (the “Officers Deferred Plan Index Rate”) for the calendar year immediately preceding such plan year — for 2021 such interest crediting rate was 3.81 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 2021 such interest crediting rate was 1.58 percent | |
Name of Fund | | | Percentage Rate of Return (%) | | |||
Target 2025 Fund | | | | | 9.01 | | |
Target 2030 Fund | | | | | 11.43 | | |
Target 2035 Fund | | | | | 13.79 | | |
Target 2040 Fund | | | | | 15.96 | | |
Target 2045 Fund | | | | | 17.72 | | |
Target 2050 Fund | | | | | 18.70 | | |
| 74 | | | Ameren Corporation | |
Name of Fund | | | Percentage Rate of Return (%) | | |||
Target 2055 Fund | | | | | 18.86 | | |
Target 2060 Fund | | | | | 18.79 | | |
Target 2065 Fund | | | | | 18.76 | | |
Target Retirement Fund | | | | | 6.96 | | |
Large Cap Equity Index | | | | | 28.74 | | |
Large Cap Equity | | | | | 23.45 | | |
Small/Mid Cap Equity Index | | | | | 18.25 | | |
Small/Mid Cap Equity | | | | | 17.47 | | |
International Equity Index | | | | | 8.62 | | |
International Equity | | | | | 2.83 | | |
Bond Fund | | | | | -0.14 | | |
Bond Index Fund | | | | | -1.61 | | |
TIPS Bond Index Fund | | | | | 5.98 | | |
Stable Interest Income | | | | | 1.62 | | |
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 Mergent’s Seasoned AAA Corporate Bond Yield Index rate (the “Officers Deferred Plan Base Index Rate”) for the calendar year immediately preceding such plan year — for 2021 such interest crediting rate was 2.54 percent | |
Plan Years beginning on or after January 1, 2010 | | | Deferrals on and after January 1, 2010 | | | Officers Deferred Plan Interest Rate — for 2021 such interest crediting rate was 1.58 percent | |
| 2022 Proxy Statement | | | 75 | |
Component of Pay | | | Death ($) | | | Disability ($) | | | Retirement at Age at 12/31/21(2) ($) | | | Involuntary Termination not for Cause(3) ($) | | | Change of Control(4) ($) | | |||||||||||||||
Cash Severance | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 5,084,000 | | | | | | 10,140,000 | | |
PSU Vesting(5) | | | | | 9,193,843 | | | | | | 19,918,925 | | | | | | 14,031,625 | | | | | | 14,031,625 | | | | | | 13,553,493 | | |
RSU Vesting(5) | | | | | 3,940,117 | | | | | | 5,960,733 | | | | | | 4,008,120 | | | | | | 4,008,120 | | | | | | 5,808,560 | | |
Pension Credit | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 1,671,978 | | |
Health and Welfare Benefits(6) | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 25,680 | | | | | | 122,837 | | |
Outplacement at Maximum | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 25,000 | | | | | | 30,000 | | |
Excise Tax Gross-up(5) | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | — | | |
Total | | | | | 13,133,960 | | | | | | 25,879,658 | | | | | | 18,039,745 | | | | | | 23,174,425 | | | | | | 31,326,868 | | |
Component of Pay | | | Death ($) | | | Disability ($) | | | Retirement at Age at 12/31/21(2) ($) | | | Involuntary Termination not for Cause(3) ($) | | | Change of Control(4) ($) | | |||||||||||||||
Cash Severance | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 2,128,550 | | | | | | 4,530,000 | | |
PSU Vesting(5) | | | | | 3,270,672 | | | | | | 7,592,731 | | | | | | 5,053,276 | | | | | | 5,053,276 | | | | | | 5,156,522 | | |
RSU Vesting(5) | | | | | 2,154,576 | | | | | | 4,113,775 | | | | | | 1,430,925 | | | | | | 1,430,925 | | | | | | 3,964,182 | | |
Pension Credit | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 787,315 | | |
Health and Welfare Benefits(6) | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 20,257 | | | | | | 117,265 | | |
Outplacement at Maximum | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 25,000 | | | | | | 30,000 | | |
Excise Tax Gross-up(5) | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | — | | |
Total | | | | | 5,425,248 | | | | | | 11,706,506 | | | | | | 6,484,201 | | | | | | 8,658,008 | | | | | | 14,585,284 | | |
Component of Pay | | | Death ($) | | | Disability ($) | | | Retirement at Age at 12/31/21(1) ($) | | | Involuntary Termination not for Cause(3) ($) | | | Change of Control(4) ($) | | |||||||||||||||
Cash Severance | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 2,015,750 | | | | | | 4,290,000 | | |
PSU Vesting(5) | | | | | 2,841,110 | | | | | | 6,823,329 | | | | | | N/A | | | | | | N/A | | | | | | 4,626,388 | | |
RSU Vesting(5) | | | | | 1,929,826 | | | | | | 3,783,637 | | | | | | N/A | | | | | | N/A | | | | | | 3,642,172 | | |
Pension Credit | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 642,526 | | |
Health and Welfare Benefits(6) | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 20,257 | | | | | | 108,415 | | |
Outplacement at Maximum | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 25,000 | | | | | | 30,000 | | |
Excise Tax Gross-up(5) | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 4,153,832 | | |
Total | | | | | 4,770,936 | | | | | | 10,606,966 | | | | | | N/A | | | | | | 2,061,007 | | | | | | 17,493,333 | | |
| 76 | | | Ameren Corporation | |
Component of Pay | | | Death ($) | | | Disability ($) | | | Retirement at Age at 12/31/21(2) ($) | | | Involuntary Termination not for Cause(3) ($) | | | Change of Control(4) ($) | | |||||||||||||||
Cash Severance | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 1,527,100 | | | | | | 3,282,800 | | |
PSU Vesting(5) | | | | | 1,718,160 | | | | | | 3,694,360 | | | | | | 2,615,292 | | | | | | 2,615,292 | | | | | | 2,519,441 | | |
RSU Vesting(5) | | | | | 736,291 | | | | | | 1,107,640 | | | | | | 748,752 | | | | | | 748,752 | | | | | | 1,079,639 | | |
Pension Credit | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 622,672 | | |
Health and Welfare Benefits(6) | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 19,070 | | | | | | 122,220 | | |
Outplacement at Maximum | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 25,000 | | | | | | 30,000 | | |
Excise Tax Gross-up(5) | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | — | | |
Total | | | | | 2,454,451 | | | | | | 4,802,000 | | | | | | 3,364,044 | | | | | | 4,935,214 | | | | | | 7,656,772 | | |
Component of Pay | | | Death ($) | | | Disability ($) | | | Retirement at Age at 12/31/21(2) ($) | | | Involuntary Termination not for Cause(3) ($) | | | Change of Control(4) ($) | | |||||||||||||||
Cash Severance | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 1,373,950 | | | | | | 3,108,000 | | |
PSU Vesting(5) | | | | | 1,550,109 | | | | | | 3,379,532 | | | | | | 2,355,294 | | | | | | 2,355,294 | | | | | | 2,317,984 | | |
RSU Vesting(5) | | | | | 664,371 | | | | | | 1,020,233 | | | | | | 676,120 | | | | | | 676,120 | | | | | | 993,393 | | |
Pension Credit | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 492,159 | | |
Health and Welfare Benefits(6) | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 25,680 | | | | | | 113,196 | | |
Outplacement at Maximum | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 25,000 | | | | | | 30,000 | | |
Excise Tax Gross-up(5) | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | — | | |
Total | | | | | 2,214,480 | | | | | | 4,399,765 | | | | | | 3,031,414 | | | | | | 4,456,044 | | | | | | 7,054,732 | | |
| 2022 Proxy Statement | | | 77 | |
| 78 | | | Ameren Corporation | |
| 2022 Proxy Statement | | | 79 | |
Change of Control Event | | | Termination Event | | | Unvested LTIP Awards | |
Change of Control which occurs on or before the end of the applicable vesting period after which the Company 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 applicable vesting period has ended; or • the participant’s death. | |
| Qualifying termination within two years after the Change of Control and during the applicable vesting period | | | The PSUs or RSUs the participant would have earned if such participant remained employed for the entirety of the applicable vesting period, at actual performance in the case of the PSUs, will vest on the last day of the applicable vesting period and be paid in shares of the Company’s Common Stock immediately following the applicable vesting period; provided that such distribution will be deferred until the date which is six months following the participant’s termination of employment to the extent required by IRC Section 409A. | | ||
Change of Control which occurs on or before the end of the applicable vesting period in which the Company ceases to exist or is no longer publicly traded on the NYSE or NASDAQ | | | Automatic upon Change of Control | | | The target number of PSU or RSU 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 applicable vesting period | | | Lump sum payout of the nonqualified deferred compensation plus interest immediately following the applicable vesting period. | | ||
| Retirement or termination due to disability prior to the Change of Control | | | Immediate lump sum payment of the nonqualified deferred compensation plus interest upon the Change of Control. | | ||
| Continued employment until death or disability which occurs after the Change of Control and before the end of the applicable vesting period | | | Immediate lump sum payout of the nonqualified deferred compensation plus interest upon such death or disability. | | ||
| Qualifying termination during the applicable vesting period | | | Immediate lump sum payout of the nonqualified deferred compensation plus interest upon termination; provided that such distribution shall be deferred until the date which is six months following the participant’s termination of employment to the extent required by IRC Section 409A. | | ||
| Other termination of employment before the end of the applicable vesting period | | | Forfeiture of the nonqualified deferred compensation plus interest. | |
| 80 | | | Ameren Corporation | |
Type of Termination | | | Additional Termination Details | | | Unvested LTIP Awards | |
Death | | | N/A | | | All awards pay out at target (plus accrual of dividends), pro rata for the number of days worked in each performance or award period and are paid as soon as possible after death. | |
Disability | | | N/A | | | 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 vesting period. | |
Retirement during award period | | | Age 55+ | | | Only if the participant has at least five years of service, a prorated award is earned at the end of the performance or award period (based on actual performance, where applicable) and is paid immediately following the vesting period. | |
Termination for any reason other than death, disability, retirement or change of control as provided above | | | N/A | | | Forfeited | |
| 2022 Proxy Statement | | | 81 | |
| | | The Board unanimously recommends a vote “FOR” the approval of the Company’s 2022 Omnibus Incentive Compensation Plan. | |
| 82 | | | Ameren Corporation | |
| Total number of shares that would be authorized for future grant upon shareholder approval of the 2022 Plan | | | | | 8,842,699 | | |
| Number of shares relating to outstanding stock options under the 2014 Plan | | | | | — | | |
| Number of shares relating to awards of restricted stock, restricted stock units and performance stock units under the 2014 Plan | | | | | 1,308,884 | | |
| Weighted average remaining term of outstanding options under the 2014 Plan | | | | | n/a | | |
| | | 2021 | | | 2020 | | | 2019 | | | 3-Year Average | | ||||||||||||
Stock-Settled Time-Vested Restricted Shares / Units Granted | | | | | 129,723 | | | | | | 173,571 | | | | | | 132,526 | | | | | | 145,273 | | |
Stock-Settled Performance-Based Shares / Units Earned | | | | | 532,229 | | | | | | 745,698 | | | | | | 1,162,097 | | | | | | 813,341 | | |
Stock Options / SARs Granted | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Weighted-Average Shares of Common Stock Outstanding (Diluted)(in millions) | | | | | 257.6 | | | | | | 248.7 | | | | | | 247.1 | | | | | | 245.8 | | |
Burn Rate | | | | | 0.26% | | | | | | 0.36% | | | | | | 0.50% | | | | | | 0.37% | | |
* * * * *
40 Ameren Corporation2018 Proxy Statement
| 2022 Proxy Statement | | | 83 | ||||
|
| 84 | | | Ameren Corporation | |
| 2022 Proxy Statement | | | 85 | |
| | | Column A | | | Column B | | | Column C | | |||||||||
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(a) | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column A) | | |||||||||
Equity compensation plans approved by security holders(b) | | | | | 1,442,122 | | | | | | (c) | | | | | | 1,753,758 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 1,422,122 | | | | | | (c) | | | | | | 1,753,758 | | |
| 86 | | | Ameren Corporation | |
| | | Board Recommendation for Item 4 Your Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of PwC as independent registered public accounting firm for the fiscal year ending December 31, 2022. | |
Although ratification by the shareholders is not required by law, the Board of Directors has determined that it is desirable to request approval of this appointment by the shareholders. In the event the shareholders fail to ratify the appointment, the Audit and Risk Committee will consider this factor when making any determination regarding PwC. Even if the selection is ratified, the Audit and Risk Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.
Board Recommendation for Item 3
Your BoardSelection of Directors unanimously recommends a vote “FOR” the Ratification of the Appointment of PWC as Independent Registered Public Accounting Firm
* * * * *
ITEM (4): SHAREHOLDER PROPOSAL REGARDINGA REPORTON COAL COMBUSTION RESIDUALS
School Sisters
| 2022 Proxy Statement | | | 87 | |
| 88 | | | Ameren Corporation | |
The Board of Directors opposes the proposal for the reasons stated after the proposal.
REPORT ON COAL COMBUSTION RESIDUAL and WATER IMPACTS
The World Economic Forum2015 Global Risk Reportranked water as the top societal risk facing the worldthose audited financial statements with accounting principles generally accepted in terms of potential economic impact.(1) The Human Right to Water, formally recognized by the United NationsStates, as well as expressing an opinion on whether Ameren maintained effective internal control over financial reporting.
Coal combustion residual (CCR) waste is aby-product of burning coal and contains arsenic, mercury, lead and other heavy metals and toxins.
In October 2015, the EPA CCR Rule became effective, setting minimum federal standards for CCR disposal. While Ameren has thus far filed the minimum informationmatters required by the CCR Rule, significant questions remainapplicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission (“SEC”), has received and reviewed the written communications from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding risks posedPwC’s communications with the Audit and Risk Committee concerning independence, and has discussed with such accounting firm its independence. The Audit and Risk Committee also has considered whether the provision by its numerous ash ponds along the Mississippi and Missouri Rivers. In 2017, 46.47%independent registered public accounting firm of shareholders supported a resolution requesting a report on Ameren’s effortsnon-audit services to identify and reduce environmental and health hazards associatedAmeren is compatible with water discharge Practice and Policy.maintaining their independence.
Ameren Corporation2018 Proxy Statement 41
|
Ameren has submitted but not received third-party Verification for theCDP Water 2017report:
RESOLVED: Shareholders request that the Board prepare a complete report on the company’s efforts, above and beyond current compliance, to identify and reduce environmental and health hazards associated with past, present and future handling of coal combustion residuals, and how those efforts may reduce legal, reputational and financial risksservices, subject to the company. This report should be available to shareholders within 6 monthspre-approval of the 2018 annual meeting, be prepared at reasonable cost,Audit and omit confidential information such as proprietary data or legal strategy.
Your Board of Directors unanimously recommends a vote “AGAINST” Item (4).
Summary Board Recommendation
Following receipt of the proposal, management met telephonically with representatives of the proponents to better understand their concerns and to discuss the requested report. The Board has carefully considered the proposal and unanimously recommends that you vote “AGAINST” the proposal. The Board believes that the requested report is not necessary nor would it be a prudent use of shareholder resources because the Company’s disclosure effectively addresses the proponents’ proposal. This disclosure provides shareholders with extensive information on the Company’s compliance plans concerning coal combustion residuals (“CCRs”), as well as the material risks and expected costs associated with CCR disposal.Risk Committee described above. In addition, our disclosure includes detailed information regarding our compliance with the EPA’s final rule forchief financial officer or the disposal of CCRs (“EPA CCR Rule”), including Ameren’s planchief accounting officer is required to closeprovide to the ash pondsAudit and Risk Committee at each of its coal-fired energy centers usedmeetings (excluding meetings dedicated to store CCRs by 2023, as well as to convert to dry ash handling and to either recycle ashcybersecurity matters or utilize landfill storage at each of its coal-fired energy centers that is expected to continue to operate beyond 2022.Moreover, as noted in the discussion below, a number of assertions in the proponents’ supporting statement are not accurate.
CCR Management
Overview
As part of our commitment to sustainability, Ameren prioritizes environmental stewardship along with our responsibilities to customers and communities,co-workers, and shareholders. Our environmental stewardship includes the preservation of clean water through the safe and responsible handling of CCRs. Our generation facilities are located in an area of ample water supply, and water availability within our service territory has not been a significant risk to our ability to operate these facilities. Ameren takes into consideration the impact of our operations on both water quality and use. And we assess the risk of future water availability, including risks related to climate change or regulatory conditions, as part of our comprehensive enterprise risk management process that is designed to identify, assess and monitor all risks to the achievementreview of our strategyearnings press releases and objectives.
42 Ameren Corporation2018 Proxy Statement
|
We believe that our existing compliance plan for CCR management is effectively addressing the proponents’ concerns by mitigating the legal, reputationalreports on SEC Forms 10-Q and financial risks to the Company and its shareholders. As discussed further below, Ameren is complying with applicable regulations for the management10-K) a written description of CCRs in a safe, timely and responsible manner. We plan to close each of our ash ponds used to store CCRs by 2023 in accordance withEPA-approved methods. We also plan to convert to dry ash handling at each of our coal-fired energy centers that is expected to operate beyond 2022. The closures are expected to reduce the Company’s water usage by approximately 11 billion gallons per year, which will further mitigate risks relating to water quality and availability in Ameren Missouri’s service territory. And analysis by a third-party toxicologist of groundwater and surface water monitoring data, which is available on our website, has demonstrated that the CCR storage facilities at Ameren Missouri’s coal-fired energy centers do not pose an adverse risk to public health or the environment. We believe the costs associated with our compliance planall services to be prudent and therefore expect substantially all of these costs to be recoverable through rates to customers. The proposal, on the other hand, requests the Company to identify efforts “above and beyond” current compliance, which would require the Company to speculate as to the implementation of alternative measures it believes to be unnecessary. We do not believe such measures or a report thereon would be consistent with our commitments to sustainability and long-term shareholder value.
Compliance with Applicable Regulations
The EPA CCR Rule establishes national standards for the management of CCRs as solid andnon-hazardous material. The EPA CCR Rule includes provisions for groundwater monitoring, data collection, technical analysis and public disclosure of results for CCR storage facilities. While the EPA recently announced that it is reconsidering certain aspects of the rule, Ameren is nevertheless proceeding with its plans to close all of its ash ponds by 2023 in accordance with the rule. The proponents incorrectly assert that Ameren’s plans to close ash pondsin-place are “unlike [those of] other utilities in Missouri and elsewhere.” Other utilities, including those in Missouri, have also elected theclosure-in-place method. The EPA has determined thatclosure-in-place and closure by removing ash to dry landfills can be equally appropriate and that the method selected will depend on the site-specific conditions. We believe that Ameren’s closure plans will ensure safe and effective compliance with applicable CCR regulations and will be protective of the public and the environment.
In connection with the closures of its ash ponds, Ameren Missouri will convert to dry ash handling at its Labadie, Rush Island and Sioux energy centers, while the Meramec energy center is scheduled to be retired in 2022. Construction of these projects is approximately 33% complete based on capital expenditures. Ameren Missouri hasstate-of-the-art dry ash landfills at its Sioux and Labadie energy centers. The EPA CCR Rule also allows Ameren Missouri to continue to recycle CCRs. In 2017, Ameren Missouri recycled approximately 55% of its total ash production into applications such as cement production or concrete. Ameren Missouri expects to recycle approximately 65% of its total ash production in 2018, with higher targets in future years following the conversions to dry ash handling and completion of the ash pond closures.
In 2016, Ameren Missouri implemented a groundwater quality monitoring program that collected data at each of its coal-fired energy centers through the fourth quarter of 2017. The data were reported on our website at www.ameren.com/environment/managing-CCRs in February 2018. Ameren Missouri has also sampled adjacent surface water bodies. Analysis of groundwater and surface water data performed by a third-party toxicologist confirms that CCR storage facilities at Ameren Missouri’s energy centers are well below all legal limits and do not pose an adverse risk to public health or the environment. The results of such analysis are available on our website and will be used as part of technical studies submitted to the Missouri Department of Natural Resources (“MDNR”).
The MDNR is in the process of developing solid waste regulations that, as contemplated by the Water Infrastructure Improvements for the Nation Act of 2016, will operate in lieu of the EPA CCR Rule, subject to EPA approval. To receive EPA approval, state CCR rules must be as protective as the EPA CCR Rule. The MDNR’s rulemaking process has included public forums and the public posting of all draft rules, public comments and regulatory revisions. The Company, environmental groups, and other stakeholders have been active participants in that process. To date, the proponents have not participated in that process. The MDNR’s draft rules contemplate that the owner and operator of CCR facilities will perform risk-based assessments and
Ameren Corporation2018 Proxy Statement 43
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that the MDNR will approve all closure and post-closure monitoring plans and corrective action measures. The public will have the opportunity to comment on all corrective measure plans. Further, the inspection requirements, structural integrity analysis, and groundwater monitoring assessments required by the EPA CCR Rule are incorporated into the draft state rules, and all resulting technical reports are publicly available.
Cost Estimates
We have provided estimated costs relating to CCR management in our SEC filings, including our Annual Report on Form10-K for the year ended December 31, 2017 (“2017 Form10-K”). As discussed in the 2017 Form10-K, as a result of the EPA CCR Rule requirements, we recorded an increase in the asset retirement obligations associated with CCR storage facilities in 2016 to reflect our plans to close all of our ash pond storage facilities between 2018 and 2023. Our 2017 Form10-K also includes our estimated capital expenditures related to environmental compliance of $325 million to $425 million between 2018 and 2022, which includes an estimated $300 million to $350 million related to the ash pond closures and conversion to dry ash handling at Ameren Missouri’s Labadie, Rush Island and Sioux energy centers, as well as the expected cost of compliance with other environmental mitigation expenditures in connection with regulations under the Clean Water Act. The 2017 Form10-K also reflects a $150 million asset retirement obligation that Ameren has recorded related to CCR storage facilities that reflect the EPA CCR Rule. We expect substantially all of the foregoing costs will be recoverable in customer rates, subject to Missouri Public Service Commission prudency review, although the nature and timing of costs and their recovery could result in regulatory lag.
Ameren’s Public Disclosure Regarding CCRs
Through our website and in our other public filings, we provide a substantial amount of information relating to our strong commitment to handling CCRs responsibly and assessing the potential legal, reputational and financial risks to the Company related to such efforts. Management and the Board believe that the information presented on our website, including in Ameren Missouri’s 2017 Integrated Resource Plan (“2017 IRP”), our responses to the 2017 Carbon Disclosure Project (“CDP”) Water Report, and our 2017 Corporate Social Responsibility report (“2017 CSR”), together with information in our filings with the SEC and other agencies provides shareholders with extensive disclosure of our actions to identify and manage the potential risks of CCRs. We have summarized below the information presented in these resources and have specifically addressed assertions in the proponents’ supporting statement that are incorrect.
CCR Storage Facility and Groundwater Quality Data
For each Ameren Missouri CCR storage facility subject to the EPA CCR Rule, we have posted the most recent annual inspection report, a structural integrity assessment, and closure and post-closure plans. These reports include details regarding Ameren Missouri’s plans to safely and responsibly comply with the EPA CCR Rule and are available at www.ameren.com/environment/managing-CCRs.
Contrary to the assertions in the proposal’s supporting statement, we have provided detailed information on groundwater quality at Ameren Missouri’s coal-fired energy centers that are subject to the EPA CCR Rule, which is available on our website at www.ameren.com/environment/managing-CCRs. This information includes:
2017 IRP
Ameren Missouri’s 2017 IRP isa 20-year plan that describes its preferred approach to meeting customers’ projected long-term energy needs in a cost-effective fashion that maintains system reliability as
44 Ameren Corporation2018 Proxy Statement
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Ameren Missouri moves to cleaner and more diverse sources of energy. The 2017 IRP includes plans to add up to 700MW of wind generation by 2020 and up to 100MW of solar generation by 2027. Ameren Missouri files an updated integrated resource plan every three years with the Missouri Public Service Commission. The 2017 IRP is available on our website atwww.ameren.com/missouri/environment/renewables/ameren-missouri-irp.
The EPA CCR Rule is included among the assumptions underlying the20-year resource plan. Specifically, Chapter 5 — Environmental Compliance of the 2017 IRP discusses the status and requirements of the EPA CCR Rule and its implementation, as well as Ameren Missouri’s initiatives for CCR management at each of its coal-fired energy centers. It also includes estimated capital expenditures and operations and maintenance costs for all of Ameren Missouri’s environmental mitigation activities, including the projected costs for each facility in connection with the ash pond closures, dry ash conversion facilities, and installation of groundwater monitoring systems. These costs are reflected in the generation resource plan presented in the 2017 IRP.
2017 CDP Water Report
Our 2017 CDP Water Report is also available on our website at www.ameren.com/sustainability/carbon-disclosure-project. The CDP is an international organization that provides a global system for companies to disclose information on a number of environmental issues, including water scarcity and security. To monitor and disclose the water-related impacts of its operations, we have completed an annual questionnaire from the CDP since 2008, most recently in 2017.
Our 2017 CDP Water Report provides information on capital expenditures associated with dry ash handling and the impact of regulatory requirements on water use. It also details key water-related risks and our strategy and processes for managing such risks.
2017 CSR
The 2017 CSR, available at www.amerencsr.com, also provides substantial information regarding our environmental compliance relating to CCR handling. Contrary to the proponents’ assertion, this includes data regarding thermal impacts at each of our coal-fired energy centers, as well as water usage data. The 2017 CSR also discusses current practices for coal ash management and plans for conversion to dry ash handling and storage under the EPA CCR Rule; details regarding the reuse of ash and fly ash; and information regarding thestate-of-the-art solid waste management facility at our Labadie energy center, which will provide long-term or permanent storage of CCRs. In addition, the 2017 CSR discusses our efforts to manage our water supply and to conserve water through the various design features of our facilities.
SEC Filings
As discussed above, our 2017 Form10-K and other filings with the SEC (available at www.sec.gov and under the Financial Info section of our website at www.amereninvestors.com) include discussion of the material risks and estimated costs associated with our CCR management initiatives.
Conclusion
We have a history of safe operation of our CCR storage facilities and are responsibly addressing compliance with new regulations in a transparent manner. We have a prudent plan for the closure of our ash ponds and for the conversion to dry ash handling at our coal-fired energy centers that are expected to continue to operate beyond 2022. We provide extensive public reporting regarding our treatment and handling of CCRs, including the expected costs and risks associated therewith, through our website and various regulatory filings. Through our enterprise risk management program, we regularly identify, assess and monitor the risks to the Company associated with CCR handling. Accordingly, the Board of Directors believes that the additional report requested in the proposal would result in an unnecessary and unproductive use of the Company’s resources.
Ameren Corporation2018 Proxy Statement 45
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VOTE REQUIREDFOR APPROVAL
Under Missouri law, approval of the proposal requires the affirmative vote of a majority of the shares outstanding as of the record date and represented in person or by proxy at the Annual Meeting at which a quorum must be present. In addition, under Missouri law, an abstention from voting on this matter will be treated as “present” for quorum purposes and will have the same effect as a vote against this proposal.
Board Recommendation Against Proposal
In light of the foregoing, your Board of Directors unanimously recommends a vote “AGAINST” Item (4).
* * * * *
The Board of Directors does not know of any matter which may be presented at the Annual Meeting other than the election of Directors, thenon-binding advisory approval of the compensation of our NEOs disclosed in this proxy statement, the ratification of the appointment of PwC as independent registered public accounting firm and the shareholder proposal set forth above. However, ifcorresponding estimated fees. The monitoring process at the Audit and Risk Committee level includes a requirement that the Committee pre-approve the performance
| 2022 Proxy Statement | | | 89 | |
the SEC.
| 90 | | | Ameren Corporation | ||||
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Name and Address of Beneficial Owner | | | Shares of Common Stock Owned Beneficially at December 31, | | | Percent of Common Stock
| | ||||||
The Vanguard Group
| | | 29,297,102(1) | | | | | | 11.47% | | | ||
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 | | | | | 26,888,367(2) | | | | | | 10.5% | | |
BlackRock, Inc.
| | | 20,753,783(3) | | | | | | 8.1% | | | ||
State Street Corporation
| | | 12,883,724(4) | | | | | | 5.04% | | |
| 2022 Proxy Statement | | | 91 | ||||
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Name | | | |||||||||||
| | | Percent Owned
| | |||||||||
Warner L. Baxter | | | | 291,813 | | | | | | * | | | |
Cynthia J. Brinkley | | | | | 5,605 | | | | | | * | | |
Catherine S. Brune | | | | 19,944 | | | | | | * | | | |
J. Edward Coleman | | | | 18,363 | | | | | | * | | | |
Ward H. Dickson | | | | | 10,020 | | | | | | * | | |
Fadi M. Diya | | | | | 86,240 | | | | | | * | | |
Noelle K. Eder | | | | | 9,839 | | | | | | * | | |
Ellen M. Fitzsimmons | | | | 43,110 | | | | | | * | | | |
Rafael Flores | | | | 15,577 | | | | | | * | | | |
| | | | 22,043(4) | | | | | | * | | | |
| | | | 10,388 | | | | | | * | | | |
| | | | 49,584 | | | | | | * | | | |
| | | | 36,739 | | | | | | * | | | |
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Martin J. Lyons, Jr. | | | | 159,316 | | | | | | * | | | |
Leo S. Mackay, Jr. | | | | | 3,691 | | | | | | * | | |
Richard J. Mark | | | | 152,911 | | | | | | * | | | |
Michael L. Moehn | | | | 110,950 | | | | | | * | | | |
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All current executive officers, directors, and nominees for director | | | | 1,336,160 | | | | | | * | | |
Except as noted in footnote (2), this column lists voting securities. None of the named individuals held shares issuable within 60 days upon the exercise of stock options or the vesting of RSUs. 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) This column also includes ownership of 1,694 Stock Units held by Director Brinkley, 15,394 Stock Units held by Director Coleman, 7,911 Stock Units held by Director Dickson, 7,911 Stock Units held by Director Eder, 11,792 Stock Units held by Director Flores, 3,602 Stock Units held by Director Harshman, 7,911 Stock Units held by Director Ivey, 21,633 Stock Units held by Director Johnson, and 3,602 Stock Units held by Director Mackay, each pursuant to the Directors Deferred Compensation Plan. See “— DIRECTOR COMPENSATION — Directors Deferred Compensation Plan Participation.” (3) 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 258,091,525 shares of Common Stock outstanding on March 14, 2022, and the number of shares of Common Stock that such person or group had the right to acquire on or within 60 days of March 14, 2022. (4) Includes 4,575 shares of Common Stock owned by The Harshman Family Foundation. |
Since 2003, the Company has had a policy which prohibits directors and executive officers from engaging in pledges of Company securities or short sales, margin accounts and hedging or derivative transactions with respect to Company securities. In addition, since 2013, the Company has had a policy which prohibits directors and employees of the Company and its subsidiaries from entering into any transaction which hedges (or offsets) any decrease in the value of Company equity securities that are (1) granted by the Company to the director or employee as part of compensation or (2) held, directly or indirectly, by the director or employee.
| 92 | | | Ameren Corporation | |
Stock Ownership Requirement for Directors
The stock ownership requirement applicable to directors is described above under “ITEMS YOU MAY VOTE ON — DIRECTOR COMPENSATION — Director Stock Ownership Requirement.”
Stock Ownership Requirement for Named Executive Officers and Members of the Senior Leadership Team
The stock ownership requirements applicable to the NEOs are described below under “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS —Common Stock Ownership Requirement.” The Company also has stock ownership requirements applicable to members of the Senior Leadership Team. These requirements are included in the Company’s Corporate Governance Guidelines which are available on the Company’s website or upon request to the Company, as described herein.
Reports
Ameren Corporation2018 Proxy Statement 49
| 2022 Proxy Statement | | | 93 | ||||
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| 94 | | | Ameren Corporation | |
HUMAN RESOURCES COMMITTEE REPORT
The Human Resources Committee (the “Committee”) of Ameren Corporation’s (the “Company”) Board of Directors discharges the Board’s responsibilities relating to compensation of the Company’s executive officers and for all Company subsidiaries which are registered companies pursuant to the Securities Exchange Act of 1934. 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 dutiesis providing shareholders with respect to the Compensation Discussion and Analysis and Human Resources Committee Report portions of the proxy statement, as described in the Committee’s Charter.
The Compensation Discussion and Analysis has been prepared by management of the Company. 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 the Committee’s 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 proxy statement, and the Board approved that recommendation.
Human Resources Committee:
James C. Johnson, Chairman
Richard J. Harshman
Steven H. Lipstein
Stephen R. Wilson
COMPENSATION DISCUSSIONAND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) describes the compensation decisions made for 2017 with respect to our NEOs. Our NEOs are listed in the following table and the Summary Compensation Table on page 68.
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50 Ameren Corporation2018 Proxy Statement
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Fiscal 2017 Company Business Highlights
Ameren’s strategic plan includes investing in, and operating its utilities in, a manner consistent with existing regulatory frameworks, enhancing those frameworks, and advocating for responsible energy and economic policies, as well as creating and capitalizing on opportunities for investment for the benefit of its customers and shareholders. Ameren remains focused on disciplined cost management and strategic capital allocation. Examples of successful execution of this strategy in 2017 include the following:
Fiscal 2017 Company Executive Compensation Highlights
The Company’spay-for-performance program led to the following actual 2017 compensation being earned:
Ameren Corporation2018 Proxy Statement 51
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Our objective for compensation of the NEOs is to provide a competitive total compensation program that is based on thesize-adjusted median of the compensation opportunities provided by similar utility companies, adjusted for our short- and long-term performance and the individual’s performance. The adjustment for our performance aligns the long-term interests of the NEOs with that of our shareholders to maximize shareholder value.
Our compensation philosophy and related governance features are executed by several specific policies and practices that are designed to align our executive compensation with long-term shareholder interests, including:
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52 Ameren Corporation2018 Proxy Statement
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Overview of Executive Compensation Program Components
To accomplish our compensation objective in 2017, our compensation program for the NEOs consisted of several compensation elements, each of which is discussed in more detail below. Although all compensation elements are totaled for comparisons to the Market Data (thesize-adjusted median of the compensation paid by similar utility industry peer companies), decisions with respect to one element of compensation (e.g., long-term incentives) tend not to influence decisions with respect to other elements of compensation (e.g., base salary). The following are the material elements of our 2017 compensation program for the NEOs:
We also provide various health and welfare benefits to the NEOs on substantially the same basis as we provide to all salaried employees.
Each element is reviewed individually and considered collectively with other elements of our compensation program to ensure that it is consistent with the goals and objectives of that particular element of compensation as well as our overall compensation program.
Market Data and Compensation Peer Group
In October 2016, the Committee’s independent consultant collected and analyzed comprehensive industry data, including base salary, target short-term incentives(non-equity incentive plan compensation) and long-term incentive opportunities. The industry 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 the Market Data (thesize-adjusted median of the compensation opportunities provided by similar utility industry companies), compensation opportunities for the NEOs were compared to the market data showing compensation opportunities for comparable positions at companies similar to us, defined as regulated utility industry companies in a revenue size range approximatelyone-half to double our size, with a few exceptions (our “compensation peers”). The Committee’s independent consultant used statistical techniques to adjust the data to be appropriate for our revenue size and produce the Market Data. Our compensation peers have a range of revenues, but because of the use of regression analysis, this did not necessarily impact the Market Data. The compensation peers’ market capitalizations had no bearing on the Market Data, because market capitalization is not used as a size adjustment variable.
We provide compensation opportunities at levels indicated by the Market Data, and design our incentive plans to pay more or less than the target amount when performance is above or below target performance levels, respectively. Thus, our plans are designed to result in payouts that are market-appropriate given our performance for that year or period.
Ameren Corporation2018 Proxy Statement 53
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The companies identified as the “compensation peers” used to develop 2017 compensation opportunities from the above-described data are listed below. The list is subject to change each year depending on merger and acquisition activity, the availability of the companies’ data through Aon Hewitt’s database and the continued appropriateness of the companies in terms of size and industry in relationship to the Company.
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We believe that both cash compensation and noncash compensation are appropriate elements of a total rewards program. Cash compensation is short-term 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 2017, there was nopre-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 primarily on competitive market practices relative to base salaries, annual incentive awards and long-term incentive award values. By following this process, the impact on executive compensation is to increase the proportion of pay that is at risk as an individual’s responsibility within the Company increases and to create long-term incentive opportunities that exceed short-term opportunities for NEOs.
54 Ameren Corporation2018 Proxy Statement
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2017 FIXED VERSUS PERFORMANCE-BASED COMPENSATION
The following table shows the allocation of each NEO’s base salary and short-term and long-term incentive compensation opportunities between fixed and performance-based compensation at the target levels.
Name
| Fixed Compensation (base salary)
| Performance-Based Compensation (short-term and compensation)
| ||
Baxter
| 18%
| 82%
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Lyons
| 27%
| 73%
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Mark
| 30%
| 70%
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Moehn
| 29%
| 71%
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Nelson
| 31%
| 69%
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2017 TOTAL CASH VERSUS EQUITY-BASED COMPENSATION
The following table shows each NEO’s base salary and short-term and long-term incentive compensation as allocated between cash and equity-based compensation at the target levels.
Name
| Total Cash
| Total Equity-based Compensation
| ||
Baxter
| 36%
| 64%
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Lyons
| 47%
| 53%
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Mark
| 49%
| 51%
| ||
Moehn
| 48%
| 52%
| ||
Nelson
| 51%
| 49%
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Ameren Corporation2018 Proxy Statement 55
CEO Other Named Executive Officers (average) Performance - based Compensation, 82% Fixed Compensation (base salary), 18% Performance - based compensation, 71% Fixed Compensation (base salary), 29% CEO Other Named Executive Officers (average) Total Cash based Compensation, 36% Total Equity-based Compensation, 64% Total Equity-based Compensation, 51% Total Cash based Compensation, 49%
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2017 SHORT-TERM VERSUS LONG-TERM INCENTIVE COMPENSATION
The following table shows each NEO’s target 2017 short-term and long-term incentive compensation opportunities as a percentage of each NEO’s base salary (each at the target level). Such award opportunities were determined primarily considering the Market Data mentioned above.
Name
| Short-Term Incentive Opportunity
| Long-Term Incentive Opportunity
| ||
Baxter
| 100%
| 360%
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Lyons
| 75%
| 195%
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Mark
| 65%
| 170%
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Moehn
| 65%
| 180%
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Nelson
| 65%
| 160%
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We choose to pay base salary as a standard compensation program element. Our base salary program is designed to reward the NEOs with market competitive salaries based upon role, experience, competence and sustained performance.
We determine the amount for base salary by referencing the Market Data discussed above. Based on this data and the scope of each NEO’s 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 NEO is typically managed within this pay range.
In 2016, Mr. Baxter (our Chairman, President and Chief Executive Officer) recommended a 2017 base salary increase for each of the other NEOs considering their then-current salary in relation to the Market Data, experience and sustained individual performance and results. These recommendations, which took into account the Market Data provided by the Committee’s compensation consultant, were presented to the Committee for discussion and approval at the December 2016 Committee meeting. Increases were approved based on the Market Data and base salary range, experience, individual performance and the need to retain an experienced team. Performance takes into account competence, initiative, leadership and contribution to achievement of our goals.
In December 2016, the Committee also approved an increase to the 2017 base salary of Mr. Baxter from $1,040,000 to $1,075,000 in connection with Mr. Baxter’s annual performance review. The Committee’s decision to adjust Mr. Baxter’s base salary was based on a number of factors, including his performance as the Company’s Chief Executive Officer and the Committee’s review of the Market Data for the chief executive officer position.
Short-Term Incentive Compensation: Executive Incentive Plan
2017 Ameren Executive Incentive Plan
Our short-term incentive compensation program is entitled the Ameren Executive Incentive Plan (“EIP”). The EIP for 2017 was designed to reward the achievement of Ameren’s EPS performance, safety performance, customer measures relating to reliability and affordability, and individual performance. We choose to pay it to incentivize higher annual corporate and individual performance.
How the EIP Works
For 2017, the EIP (the “2017 EIP”) was comprised of the following components:
56 Ameren Corporation2018 Proxy Statement
Set Initial Targets Measure YE Results Calculate Formulaic Award Adjust for Individual Performance EPS Weighted 80% EPS Results Base Award Safety Weighted 10% Safety Results Customer Weighted 10% Customer Results Individual Performance Modifier Final Short-Term Incentive Award
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Targets for 2017 EPS,Co-Worker toCo-Worker Safety Interactions and Customer Measures
EPS,Co-Worker toCo-Worker Safety Interactions and Customer Measures
The Committee established threshold, target and maximum levels of goals for each of Ameren EPS,co-worker toco-worker (“c2c”) safety interactions and three customer measures under the 2017 EIP. The customer measures relate to reliability and affordability. They are System Average Interruption Frequency Index (“SAIFI”), Equivalent Availability Base Load Coal Fleet (“EA”) and the Callaway Nuclear Energy Center Performance Index (“CPI”), each described below. Payouts for Ameren EPS, c2c, SAIFI, EA and CPI performance falling between the established levels were interpolated on a straight-line basis. The three goal levels are described below:
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Safety Measure
In 2017, Ameren addedco-worker toco-worker safety interactions as the safety metric in the plan (replacing Lost Workdays Away). A c2c safety interaction is a leading indicator for safety performance and was added to the plan in order to reinforce safety as a core value and create continued focus on shaping a culture of safety. A c2c safety interaction is a conversation betweenco-workers that involves giving and receiving feedback to improve safety, with the primary objective of encouraging allco-workers to recognize and eliminateat-risk behaviors or conditions and reinforce safe behaviors in the workplace, ultimately improving safety outcomes.
Ameren Corporation2018 Proxy Statement 57
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Customer Measures
SAIFI is a standard customer reliability measure which indicates how often the average customer experiences a sustained interruption over aone-year period. The measure excludes major events (for example, major storms) and is calculated consistent with the Institute of Electrical and Electronics Engineers (“IEEE”) standards. A lower SAIFI result indicates better performance.
EA measures the percentage of the year Ameren Missouri’s coal-fired base load generation fleet is available for operating at full capacity. The measure is calculated by subtracting equivalent forced and scheduled outages from the energy center’s available hours (i.e., the period of time during which a unit is capable of service whether it is actually in service or not) and dividing this by the hours in the year. Ameren calculates EA consistent with North American Electric Reliability Corporation (“NERC”) reporting standards. A higher EA result indicates better performance.
The CPI measures overall nuclear energy center performance through an industry standard index comprised of 12 safety and reliability measures. The CPI measures performance over a12-month period. A higher CPI score indicates better performance.
Individual Performance Modifier
The 2017 EIP base award for each NEO was subject to upward or downward adjustment for individual performance on key performance variables. These included leadership and the achievement of key operational goals (other than those specifically mentioned in the plan), as applicable and as determined by the Committee.
Historically, the Individual Performance Modifier has been used to differentiate performance that is considerably above or below that expected. Such differentiations do not lend themselves to formulas and are applied at the Committee’s discretion.
The Individual Performance Modifier could reduce the base award by up to 25 percent, with the ability to pay zero for poor ornon-performance. Increases could be up to 25 percent of the base award, with a potential maximum total award at 200 percent of each NEO’s target opportunity. With respect to each NEO, adjustments to the base award are in all cases subject to the maximum permitted amountpre-established by the Committee (See “— Section 162(m) of the IRC” below).
2017 Performance
Base Award, Earned through the Achievement of Ameren EPS,Co-Worker toCo-Worker Safety Interactions, and Customer Measures
At the February 2018 Committee meeting, Mr. Baxter presented 2017 EIP achievement levels for Ameren EPS, safety performance and customer measures, and recommended EIP payouts for the NEOs (other than with respect to himself) to the Committee for review:
58 Ameren Corporation2018 Proxy Statement
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The resulting metrics and payouts, as approved by the Committee in February 2018, are shown below.
Performance Metric
| % Weight
| Threshold (50% Payout
| Target
| Maximum
| 2017 Results
| Payout for
| Weighted:
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EPS
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| 80
| %
| $
| 2.53
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| $
| 2.73
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| $
| 2.93
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| $
| 2.83
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| 150.00
| %
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| 120.00
| %
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Co-Worker Safety Interactions
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| 10
| %
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| 16,000
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| 20,000
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| 24,000
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| 32,784
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| 180.00
| %
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| 18.00
| %
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SAIFI
|
| 3 1⁄3
| %
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| 1.02
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| 0.91
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| 0.80
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| 0.79
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| 200.00
| %
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| 6.67
| %
| |||||||
EA
|
| 3 1⁄3
| %
|
| 80.8
| %
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| 85.0
| %
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| 89.2
| %
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| 85.6
| %
|
| 114.29
| %
|
| 3.81
| %
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CPI
|
| 3 1⁄3
| %
|
| 90
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| 94
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|
| 98
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| 96.6
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| 165.00
| %
|
| 5.50
| %
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Total
|
| 100
| %
|
| 153.98
| %
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Earned through Individual Performance Modifier
As discussed above, the 2017 EIP base awards were subject to upward or downward adjustment by up to 25 percent based upon an NEO’s individual contributions and performance during the year. For 2017, the Committee, after consultation with Mr. Baxter, modified the 2017 EIP base award for Mr. Lyons by plus 10 percent of the 2017 base award, for Mr. Moehn by plus 15 percent of the 2017 base award, and for Mr. Mark by plus 10 percent of the 2017 base award. The Committee modified the 2017 EIP base award for Mr. Baxter by plus 7.2 percent of the 2017 base award. In each case, these adjustments were made as a result of the NEO’s performance on the variables described above.
Resulting 2017 EIP Payouts
Actual 2017 EIP payouts are shown below as a percent of target. Payouts were made in February 2018, and are set forth under column (g) entitledNon-Equity Incentive Plan Compensation in the Summary Compensation Table.
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Section 162(m) of the IRC
Section 162(m) of the IRC generally limits the federal income tax deductibility of annual compensation paid by public companies to certain executive officers to $1 million. Prior to the enactment of the Tax Cuts and Jobs Act of 2017 (the “TCJA”), Section 162(m) provided an exemption from this limitation for “qualified performance-based compensation.” The TCJA repealed the “qualified performance-based compensation” exemption, effective for taxable years beginning after December 31, 2017, but provides transition relief for certain contractual arrangements in place as of November 2, 2017 and not modified thereafter. The Committee set a maximum limitation on the 2017 short-term incentive payouts for each NEO and, in so doing, intended for such payouts to meet the definition of qualified performance-based compensation under Section 162(m) of the IRC as was in effect prior to the enactment of the TCJA. The maximum limitation on such payouts is equal to 0.5 percent of our 2017 net income and is subject to automatic adjustment to exclude the effects of certain customary items, such as any change in federal, state or local tax laws or regulations. As historically permitted under Section 162(m) of the IRC, the Committee may exercise negative discretion to approve actual payouts that are lower than the maximum limitation. Actual short-term incentive payouts are determined by the Committee based on achievement levels with respect to Ameren EPS,co-worker toco-worker safety interactions, and customer measures. The 2017 short-term incentive payouts are shown in column (g) of the Summary Compensation Table.
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Long-Term Incentive Compensation
Performance Share Unit Program (“PSUP”)
In General
A performance share unit (“PSU” or “share unit”) is the right to receive a share of Common Stock if certain long-term performance criteria are achieved and certain service requirements are met.
Role of the PSUP
The 2017 PSU grants, which are governed by the shareholder-approved 2014 Plan, were designed to serve the following roles in the compensation program:
PSUP Design
We award PSU grants to accomplish the following:
PSUs granted before December 31, 2017, were also intended to be eligible for the “qualified performance-based compensation” exception from the $1 million limit on deductibility of executive compensation imposed by Section 162(m) of the IRC.
2017 Grants
For 2017, a target number of PSUs (determined primarily based on the Market Data mentioned above) was granted to each NEO pursuant to the 2014 Plan, as reflected in column (g) of the Grants of Plan-Based Awards Table. The threshold and maximum amounts of payout for the 2017 PSU awards are reflected in
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columns (f) and (h) of the Grants of Plan-Based Awards Table (not including any potential dividends). The grant amount and actual payout amounts for the 2017 PSU awards are calculated as follows:
The NEOs cannotadvisory vote or transfer share unit awards granted under the PSUP until the shares are paid out.
Effective with the 2016 grant, PSUP retirement provisions were modified to provide only prorated awards for all retirement-eligible participants age 55 or greater with at least 5 years of service who retire during the performance period. For grants made prior to 2016, retirement-eligible participants age 62 or greater with at least ten years of service who retire during the performance period receive a full(non-prorated) award at the end of the three-year performance period.
PSUP Peer Group
The analysisAnnual Meeting to determine the 2017 PSUP Peer Group was made as of December 2016 using the criteria below.
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The 19 companies included in the 2017 PSUP Peer Group as of January 1, 2017 are listed below. These PSUP Peer Group companies are not entirely the same as the compensation peers used for market pay comparisons, because inclusion in this group was not dependent on a company’s revenues relative to us or its participation in an executive pay database. At the end of the performance period, the final 2017 PSUP Peer Group may be impacted by acquisition and restructuring events.
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PSUP Performance/Payout Relationship
Once Ameren’s 2017 — 2019 TSR is calculated and compared to the utility peer group, the scale below determines the percentage of the target PSU award that is paid. Payout for performance between points is interpolated on a straight-line basis.
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Section 162(m) of the IRC
As discussed above, prior to the enactment of the TCJA, Section 162(m) of the IRC provided an exemption from the general limitation for “qualified performance-based compensation.” The Committee set a maximum limitation on the 2017 PSUP payouts for each NEO and, in so doing, intended for such payouts to meet the definition of qualified performance-based compensation under Section 162(m) of the IRC as in effect prior to the enactment of the TCJA. The maximum limitation on such payouts is equal to 1.2 percent of our cumulative 2017, 2018 and 2019 GAAP net income and is subject to automatic adjustment to exclude the effects of certain customary items, such as any change in federal, state or local tax laws or regulations. As historically permitted under Section 162(m) of the IRC, the Committee may exercise negative discretion to approve actual 2017 PSUP payouts that are lower than the maximum limitation. Actual PSUP payouts will be determined by the Committee based on the comparison of Ameren’s TSR against the PSUP Peer Group for the performance period.
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2015 PSU Awards Vesting
The PSUP performance period for the 2015 grants ended December 31, 2017. Our 2015 — 2017 TSR performance was determined to be at the 75th percentile of the 2015 PSUP Peer Group. The following table shows the 2015 PSU awards, their original value at grant, the number earned (which equals the target number plus accrued dividends, times 162.5 percent), and their value at year end (December 31, 2017). The resulting earned amounts were 231 percent of the original target value of the 2015 awards, which reflects both TSR performance against the utility peer group and the actual TSR generated during the three-year period. Vesting of the awards for each NEO is subject to continued employment as of the payment date. Each NEO’s award vested and was paid as of February 28, 2018.
Name | Grant Date | Target 2015 PSU Awards (#) | Target Value at Stock Price on Date of Grant(1) ($) | 2015 PSU Awards Earned(2) (#) | Value at Year-End Stock Price(3) ($) | Earned Value as Percent of Original Target Value(3) (%) | ||||||||||||||||||
Baxter | 1/1/15 | 78,531 | 3,622,635 | 141,632 | 8,354,872 | 231 | ||||||||||||||||||
Lyons | 1/1/15 | 25,404 | 1,171,887 | 45,816 | 2,702,686 | 231 | ||||||||||||||||||
Mark | 1/1/15 | 17,400 | 802,662 | 31,381 | 1,851,165 | 231 | ||||||||||||||||||
Moehn | 1/1/15 | 18,511 | 853,912 | 33,385 | 1,969,381 | 231 | ||||||||||||||||||
Nelson | 1/1/15 | 16,783 | 774,200 | 30,268 | 1,785,509 | 231 |
2016 and 2017 PSU Awards
The PSUP performance periods for the 2016 and 2017 grants will not end until December 31, 2018 and December 31, 2019, respectively. The figures in column (e) of the Summary Compensation Table of this proxy statement for the years 2016 and 2017 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.
2018 Long-Term Incentive Program
Consistent with good governance practices, the Committee conducted an extensive review of the Long-Term Incentive Plan during 2017. As a result, beginning with long-term incentive awards granted January 1, 2018, each NEO’s target award consists of a mix of PSUs and time-based restricted stock units (“RSUs”). Participants will receive 70% of the value of their award in the form of PSUs and 30% of the value of their award in the form of RSUs. PSUs and RSUs granted in 2018 will only vest if a participant remains employed with Ameren through the payment date for the awards, except that awards will vest on a pro rata basis in the event of a participant’s earlier retirement or death. The payment date will occur in 2021 and must be no later than March 15, 2021. PSUs will vest between 0% and 200% of target stock units depending fully on Ameren’s TSR relative to its peer group during the performance period. The updated plan design is aligned with market practice and creates more clarity for participants.
Additionally, at its February 2018 meeting, the Committee approved the grant ofone-time RSU awards for Messrs. Lyons, Mark and Moehn to recognize their strong leadership skills that have delivered superior value to customers and shareholders, and to maintain strong business and leadership continuity in the execution of the Company’s business strategy in the future. The awards were granted effective as of March 1, 2018 in the amount of $1,025,999, $784,526 and $820,473 respectively, and will vest on February 28, 2021. These awards do not provide for accelerated vesting in connection with an executive’s retirement.
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We provide limited perquisites to provide competitive value and promote retention of the NEOs and others.
The objective of retirement benefits is to provide post-employment security to our employees, and such benefits are designed to reward continued service. We choose 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 several retirement benefit programs applicable to the NEOs, including:
A more detailed explanation of retirement benefits applicable to the NEOs is provided in this proxy statement under the captions “— PENSION BENEFITS” and “— NONQUALIFIED DEFERRED COMPENSATION” below.
All regular full-time employees (including Officers and NEOs) have participated in the Ameren Corporation Severance Plan for Ameren Employees, which provides severance based on years of service and weeks of pay in the event of a qualifying termination. Effective as of January 1, 2018, the Committee removed officers from the Ameren Corporation Severance Plan for Ameren Employees and approved the Ameren Corporation Severance Plan for Ameren Officers (the “Officer Severance Plan”). The primary purpose of the Officer Severance Plan is to facilitatemid-career hires and act as a retention tool during times of uncertainty. The Officer Severance Plan provides market-level pay and benefits to officers and NEOs in the event of an involuntary termination of employment without Cause, as defined in the Officer Severance Plan. The Officer Severance Plan provides for a lump sum payment that is generally equal to annual base salary plus target annual cash incentive award in effect at termination of employment, apro-rated annual incentive payment based on actual plan performance, continuation of medical coverage for 12 months subsidized by the Company, and outplacement career transition services. Upon a change of control, officers who are eligible for severance pay and benefits under the Company’s Second Amended and Restated Change of Control Severance Plan, as amended, would be entitled to the greater of the benefits available under that plan or the Officer Severance Plan, but would not receive benefits under both plans.
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Ameren’s Second Amended and Restated Change of Control Severance Plan, as amended, is designed to reward NEOs for remaining employed with us when their prospects for continued employment following a transaction may be uncertain. The objectives of this plan are to maintain a stable executive team during the process and to assist us in attracting highly qualified executives into the Company.
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 the Company. 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 “— OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS.”
The applicable triggers are structured so that payment and vesting occur only upon the occurrence of both a change of control and a qualifying termination of employment.
We expect it would take more time for senior leaders to find new employment than for other employees, and therefore senior management, including the NEOs, generally are paid severance upon a termination for a longer period following a Change of Control. The Committee considered this as well as the factors described in the preceding paragraphs in structuring the cash payments described under “— OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS — Change of Control” below, which an NEO would receive if terminated within two years following a Change of Control.
Common Stock Ownership Requirement
The Company has a stock ownership requirement for members of the Senior Leadership Team (which includes the NEOs) that fosters long-term Common Stock ownership and aligns the interests of the Senior Leadership Team and shareholders. The stock ownership requirement applicable to the Senior Leadership Team is included in the Company’s Corporate Governance Guidelines. The requirement provides that each member of the Senior Leadership Team is required to own shares of Common Stock valued as a percentage of base salary as follows:
If at any time a member of the Senior Leadership Team does not satisfy the applicable stock ownership requirement, such member of the Senior Leadership Team must retain at least 75 percent of theafter-tax shares acquired upon the vesting and settlement of (i) the Senior Leadership Team member’s awards that are then outstanding under the Company’s equity compensation programs and (ii) any future awards granted to the Senior Leadership Team member under the Company’s equity compensation programs, until the applicable stock ownership requirement is satisfied. All NEOs are in compliance with the increased stock ownership requirements, including taking into account any base salary increases for fiscal year 2017.
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Anti-Pledging and Anti-Hedging Policy
We maintain policies that prohibit executive officers and directors from engaging in pledges of Company securities or short sales, margin accounts and hedging or derivative transactions with respect to Company securities. In addition, our policies prohibit directors and employees of the Company and its subsidiaries from entering into any transaction which hedges (or offsets) any decrease in the value of Company equity securities as discussed under “SECURITY OWNERSHIP — SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT” above.
Awards granted under the 2006 Plan or the 2014 Plan, including EIP and PSU awards, are subject to a “clawback” in certain circumstances. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, and if an award holder knowingly or with gross negligence engaged in or failed to prevent the misconduct, or if the award holder is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the award holder will be required to reimburse the Company the amount of any payment in settlement of an award earned or accrued during the12-month period following the first public issuance or filing of the financial document embodying the financial reporting requirement.
In addition, beginning with the 2015 EIP awards and PSU awards granted in 2015, if the award holder engages in conduct or activity that is detrimental to the Company or violates the confidentiality or customer or employeenon-solicitation provisions included in the award, generally, the award holder will be required to repay the award to the Company after receiving a demand from the Company for the repayment.
Timing of Compensation Decisions and Awards
The 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 are made at regularly scheduled meetings.
Following is a discussion of the timing of certain compensation decisions for 2017:
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 anyfollow-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 with such base salaries to be effective in the following January.
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Consideration of Company’s 2017“Say-on-Pay” Vote
The Committee considers the results of the shareholdernon-binding advisory“say-on-pay” vote along with other factors in connection with discharging its responsibilities relating to the Company’s executive compensation program, although no factor is assigned a quantitative weighting. As a result of the 2017non-binding advisory“say-on-pay” vote, which saw a substantial majority (of approximately 95 percent) of the Company’s shareholders who were entitled to vote and represented approve the compensation program described in the proxy statement in connection with our annual meeting held on April 27, 2017, the Committee continued to apply the same principles in determining the amounts and types of executive compensation for fiscal year 2017 (as fiscal year 2017 executive compensation-related decisions were primarily made by the Committee in December 2016 and February 2017, prior to the 2017non-binding advisory vote, and fiscal year 2018 executive compensation related decisions were primarily made by the Committee in December 2017 and February 2018, subsequent to the 2017non-binding advisory vote).
Through its shareholder outreach program, the Company has welcomed feedback from its shareholders with respect to its executive compensation program.
Other Considerations for Changes in Compensation Opportunities
Market Data, retention needs and general economic conditions 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.
For 2017, the Chief Executive Officer, Mr. Baxter, with the assistance of the Senior Vice President, Corporate Communications and Chief Human Resources Officer of Ameren Services, Mark C. Lindgren, recommended to the Committee compensation amounts for the other NEOs. The Chief Executive Officer makes recommendations to the Committee with respect to the compensation of the NEOs (other than himself) and other senior executives. The Chief Executive Officer possesses insight regarding individual performance levels, degree of experience and future promotion potential. In all cases, the Chief Executive Officer’s recommendations are presented to the Committee for review based on the Market Data provided by the Committee’s independent consultant. The Committee independently determines each NEO’s compensation,NEOs. This proposal, commonly known as discussed in this CD&A.
Neither the Chief Executive Officer nor any other NEO makes recommendations for setting his own compensation. The Chief Executive Officer’s compensation is determined in Committee meetings during an executive session with only the Committee members and the Committee’s independent consultant present.
The Chief Executive Officer, the other NEOs and our other senior executives play a role in the early stages 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 best 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 the Company and our shareholders.
We do not have any written or unwritten employment agreements with any of our NEOs. Each NEO is an employee at the will of the Company and/or its subsidiaries, as specified below.
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COMPENSATION TABLESAND NARRATIVE DISCLOSURES
The following table sets forth compensation information for our NEOs for services rendered in all capacities to the Company and its subsidiaries in fiscal years 2017, 2016 and 2015. 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 NEOs.
2017 SUMMARY COMPENSATION TABLE
Name and Principal
| Year
| Salary(2)
| Bonus(2)
| Stock
| Option
| Non-Equity
| Change in
| All Other
| Total
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Warner L. Baxter Chairman, President and | 2017 | 1,075,000 | – | 4,474,803 | – | 1,775,000 | 629,030 | 126,957 | 8,080,790 | |||||||||||||||||
2016 | 1,040,000 | – | 3,732,030 | – | 1,213,000 | 538,752 | 114,874 | 6,638,656 | ||||||||||||||||||
2015 | 1,000,000 | – | 4,152,719 | – | 1,065,500 | 170,664 | 104,823 | 6,493,706 | ||||||||||||||||||
Martin J. Lyons, Jr. Executive Vice President | 2017 | 662,000 | – | 1,492,607 | – | 840,962 | 353,722 | 60,416 | 3,409,707 | |||||||||||||||||
2016 | 640,000 | – | 1,279,549 | – | 539,500 | 292,887 | 68,069 | 2,820,005 | ||||||||||||||||||
2015 | 612,000 | – | 1,343,364 | – | 477,710 | 51,918 | 50,881 | 2,535,873 | ||||||||||||||||||
Richard J. Mark Chairman and President, | 2017 | 507,000 | – | 996,609 | – | 558,185 | 222,643 | 53,956 | 2,338,393 | |||||||||||||||||
2016 | 490,000 | – | 854,048 | – | 409,000 | 199,821 | 48,943 | 2,001,812 | ||||||||||||||||||
2015 | 470,000 | – | 920,112 | – | 348,230 | 83,777 | 44,981 | 1,867,100 | ||||||||||||||||||
Michael L. Moehn Chairman and President, | 2017 | 530,000 | – | 1,103,097 | – | 610,030 | 268,679 | 44,134 | 2,555,940 | |||||||||||||||||
2016 | 512,000 | – | 944,912 | – | 367,000 | 225,211 | 54,152 | 2,103,275 | ||||||||||||||||||
2015 | 500,000 | – | 978,862 | – | 354,350 | 52,991 | 52,281 | 1,938,484 | ||||||||||||||||||
Gregory L. Nelson Senior Vice President, | 2017 | 491,000 | – | 908,343 | – | 491,427 | 256,027 | 33,501 | 2,180,298 | |||||||||||||||||
2016 | 479,000 | – | 785,779 | – | 333,000 | 231,044 | 31,180 | 1,860,003 | ||||||||||||||||||
2015 | 467,500 | – | 887,485 | – | 301,210 | 55,209 | 37,443 | 1,748,847 |
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Name
| Year
| Pension Plan
| Deferred Compensation ($)
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Baxter | 2017 | 598,542 | 30,488 | |||||||
2016 | 503,989 | 34,763 | ||||||||
2015 | 131,637 | 39,027 | ||||||||
Lyons | 2017 | 353,722 | – | |||||||
2016 | 292,887 | – | ||||||||
2015 | 51,918 | – | ||||||||
Mark | 2017 | 208,323 | 14,320 | |||||||
2016 | 183,493 | 16,328 | ||||||||
2015 | 65,446 | 18,331 | ||||||||
Moehn | 2017 | 260,878 | 7,801 | |||||||
2016 | 216,316 | 8,895 | ||||||||
2015 | 43,005 | 9,986 | ||||||||
Nelson | 2017 | 248,254 | 7,773 | |||||||
2016 | 222,181 | 8,863 | ||||||||
2015 | 45,259 | 9,950 |
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The following table“say-on-pay” proposal, provides additional information with respect to stock-based awards granted in 2017, the value of which was provided in the Stock Awards column of the Summary Compensation Table with respect to 2017 grants, and the potential range of payouts associatedshareholders with the 2017 EIP.
GRANTSOF PLAN-BASED AWARDS TABLE
Estimated Future Payouts UnderNon-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other (i)
| All Other (j) | Exercise or (k) | Grant Date Fair Value of Stock (l) | |||||||||||||||||||||||||||||||||||||||||||
Name (a) | Grant Date(1) (b) | Committee Approval Date(1) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (g) | Maximum (h) | ||||||||||||||||||||||||||||||||||||||||
Baxter | 537,500 | 1,075,000 | 2,150,000 | – | – | – | – | – | – | – | ||||||||||||||||||||||||||||||||||||||
1/1/17 | 12/8/16 | 22,692 | 75,639 | 151,278 | – | – | – | 4,474,803 | ||||||||||||||||||||||||||||||||||||||||
Lyons | 248,250 | 496,500 | 993,000 | – | – | – | – | – | – | – | ||||||||||||||||||||||||||||||||||||||
1/1/17 | 12/8/16 | 7,569 | 25,230 | 50,460 | – | – | – | 1,492,607 | ||||||||||||||||||||||||||||||||||||||||
Mark | 164,775 | 329,550 | 659,100 | – | – | – | – | – | – | – | ||||||||||||||||||||||||||||||||||||||
1/1/17 | 12/8/16 | 5,054 | 16,846 | 33,692 | – | – | – | 996,609 | ||||||||||||||||||||||||||||||||||||||||
Moehn | 172,250 | 344,500 | 689,000 | – | – | – | – | – | – | – | ||||||||||||||||||||||||||||||||||||||
1/1/17 | 12/8/16 | 5,594 | 18,646 | 37,292 | – | – | – | 1,103,097 | ||||||||||||||||||||||||||||||||||||||||
Nelson | 159,575 | 319,150 | 638,300 | – | – | – | – | – | – | – | ||||||||||||||||||||||||||||||||||||||
1/1/17 | 12/8/16 | 4,606 | 15,354 | 30,708 | – | – | – | 908,343 |
NARRATIVE DISCLOSURETO SUMMARY COMPENSATION TABLEAND GRANTSOF PLAN-BASED AWARDS TABLE
See “— COMPENSATION DISCUSSIONAND ANALYSIS” for further information relatingopportunity to each NEO 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.
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The following table provides information regarding the outstanding equity awards held by each of the NEOs as of December 31, 2017.
OUTSTANDING EQUITY AWARDSAT FISCAL YEAR-END TABLE
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(2) (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(4) (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(5) ($) (j) | |||||||||||
Baxter | – | – | – | – | – | 141,632 | 8,354,872 | 336,422 | 19,845,534 | |||||||||||
Lyons | – | – | – | – | – | 45,816 | 2,702,686 | 113,894 | 6,718,607 | |||||||||||
Mark | – | – | – | – | – | 31,381 | 1,851,165 | 76,032 | 4,485,128 | |||||||||||
Moehn | – | – | – | – | – | 33,385 | 1,969,381 | 84,137 | 4,963,242 | |||||||||||
Nelson | – | – | – | – | – | 30,268 | 1,785,509 | 69,654 | 4,108,889 |
The following table provides the amounts received upon exercise of optionsendorse or similar instruments or the vesting of stock or similar instruments during the most recent fiscal year.
OPTION EXERCISESAND STOCK VESTED TABLE
Option Awards(1) | Stock Awards(2) | |||||||||
Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting | ||||||
Baxter | – | – | 0 | 0 | ||||||
Lyons | – | – | 0 | 0 | ||||||
Mark | – | – | 0 | 0 | ||||||
Moehn | – | – | 0 | 0 | ||||||
Nelson | – | – | 0 | 0 |
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The table below provides the actuarial present value of the NEO’s accumulated benefits undernot endorse the Company’s retirement plans and the number of years of service credited to each NEO under these plans.
PENSION BENEFITS TABLE
Name (a) | Plan Name (b) | Number of (c) | Present Value of (d) | Payments During Last Fiscal (e) | ||||
Baxter | 1) Retirement Plan | 22 | 653,704 | – | ||||
2) SRP | 22 | 2,340,826 | – | |||||
Lyons | 1) Retirement Plan | 16 | 578,569 | – | ||||
2) SRP | 16 | 1,128,330 | – | |||||
Mark | 1) Retirement Plan | 15 | 606,793 | – | ||||
2) SRP | 15 | 752,558 | – | |||||
Moehn | 1) Retirement Plan | 17 | 575,072 | – | ||||
2) SRP | 17 | 636,432 | – | |||||
Nelson | 1) Retirement Plan | 22 | 905,026 | – | ||||
2) SRP | 22 | 906,585 | – |
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Ameren Retirement Plan
Retirement benefits for the NEOs fall under the Benefits for Salaried Employees (the “Cash Balance Account”). Most salaried employees of Ameren and its subsidiaries, including the NEOs, 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.
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On an annual basis, a bookkeeping account in a participant’s name is credited with an amount equal to a percentage of the participant’s 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 participant’s age as of December 31 of that year.
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These accounts also receive interest credits based on the average yield forprogram.
Effective January 1, 2001, an enhancement account was added that provides a $500 additional credit at the end of each year.
The normal retirement age under the Cash Balance Account structure and the SRP is 65. Neither the Cash Balance Account structure nor the SRP contains provisions for crediting extra years of service or for early retirement. When a participant terminates employment (including as a result of retirement), the amount credited to the participant’s account is converted to an annuity or paid to the participant in a lump sum. The participant can also choose to defer distribution, in which case the account balance is credited with interest at the applicable rate until the future date of distribution.
Ameren Supplemental Retirement Plan
In certain cases, pension benefits under the Retirement Plan are reduced to comply with maximum limitations imposed by the IRC. The SRP is maintained by Ameren to provide for a supplemental benefit equal to the difference between the benefit that would have been paid if such IRC limitations were not in effect and the reduced benefit payable as a result of such IRC limitations. Any NEO whose pension benefits under the Retirement Plan would exceed IRC limitations is eligible to participate in the SRP. The SRP is unfunded and is not a qualified plan under the IRC.
There is no offset under either the Retirement Plan or the SRP for Social Security benefits or other offset amounts.
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NONQUALIFIED DEFERRED COMPENSATION
The following table discloses contributions, earnings and balances under the nonqualified deferred compensation plan for each NEO.
NONQUALIFIED DEFERRED COMPENSATION TABLE
Name (a) | Executive Contributions in 2017(1) ($) (b) | Company Contributions in 2017(2) ($) (c) | Aggregate Earnings in 2017(3) ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at 12/31/17(4) ($) (f) | |||||||||||||||
Baxter | 121,080 | 90,810 | 308,317 | – | 2,977,338 | |||||||||||||||
Lyons | 55,890 | 41,918 | 112,373 | – | 810,515 | |||||||||||||||
Mark | 163,321 | 29,070 | 120,013 | – | 2,000,400 | |||||||||||||||
Moehn | 77,484 | 28,215 | 110,777 | – | 1,083,523 | |||||||||||||||
Nelson | 11,080 | 11,080 | 38,195 | – | 600,126 |
Name | Executive Contributions ($) | Company Matching Contributions ($) | Interest Earnings ($) | Total ($) | Amount Previously Reported as Compensation in Prior Years(1) ($) | |||||||||||||||
Baxter | 1,279,514 | 427,325 | 1,270,499 | 2,977,338 | 1,692,635 | |||||||||||||||
Lyons | 343,176 | 257,382 | 209,957 | 810,515 | 502,750 | |||||||||||||||
Mark | 1,240,700 | 147,540 | 612,160 | 2,000,400 | 816,711 | |||||||||||||||
Moehn | 544,010 | 145,158 | 394,355 | 1,083,523 | 289,541 | |||||||||||||||
Nelson | 228,947 | 84,363 | 286,816 | 600,126 | 196,330 |
Executive Deferred Compensation Plan Participation
Pursuant to an optional deferred compensation plan available to membersApproval of the Company’s management, NEOs may annually choose2022 Omnibus Incentive Compensation Plan
The Ameren Deferred Compensation Plan,PwC 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 whose total salary and short-term incentive award exceeds the limit on compensation in effect under the IRC. In October 2010, the Company adopted an amendment to the Ameren Deferred Compensation Plan for plan years beginning on and after January 1, 2011 to, among other things, change the measurement periodIndependent Registered Public Accounting Firm for the applicable interest rates to amounts deferred under such plan prior to January 1,
Fiscal Year Ending December 31, 2022.
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2010 and clarify that matching contributions made under the plan are based upon all of a participant’s 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 participant’s 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:
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Under the Ameren Deferred Compensation Plan, upon a participant’s termination of employment with the Company and/or its subsidiaries prior to age 55 and after the occurrence of a Change of Control (as defined under “— OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS — Change of Control” below) the balance in such participant’s 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, including the NEOs, to also defer a percentage of salary and/or EIP awards in excess of the limit on compensation then in effect under the IRC (currently $270,000), in one percent increments, up to a maximum of six percent of total salary and EIP awards (a “401(k) Restoration Deferral,” together with Ameren’s 401(k) matching credit described below, the “401(k) Restoration Benefit”). Under the Ameren Deferred Compensation Plan, Ameren credits each participating officer’s 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 NEOs, may direct the deemed investment of the 401(k) Restoration Benefit in accordance with the investment options that are generally available under Ameren’s 401(k) savings investment plan, except for the Ameren stock fund.
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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 available to NEOs under the Ameren Deferred Compensation Plan in 2017 were as follows:
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After the participant retires, the deferred amounts (and interest attributable thereto), other than the 401(k) Restoration Benefit, accrue interest as follows:
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The plan compounds interest annually and the rate is calculated as of the first day of the plan year.
Distributions from the Ameren Deferred Compensation Plan will be paid in cash. A participant may choose to receive the deferred amounts at retirement in a single lump sum payment or in substantially equal
76 Ameren Corporation2018 Proxy Statement
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installments over a period of 5, 10 or 15 years. In the event a participant terminates employment with the Company and its subsidiaries prior to age 55, the balance in such participant’s 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 Company 401(k) matching credits. A participant’s 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.
OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
Employment Agreements
The Company has no employment agreements withis asking its shareholders to ratify the NEOs.
General Severance Plan
Ameren maintainsappointment of PwC as the Ameren Corporation Severance Plan for Ameren Employees, which provides for severance based on years of service and weeks of pay for all regular full-time employees on the active payroll. Through December 31, 2017, the NEOs were covered under this plan in the event of a qualifying termination (defined under the plan) and are eligible for severance on the same basis as other regular full-time employees. Effective January 1, 2018, the NEOs are covered under the Ameren Corporation Severance Plan for Ameren Officers, as described above under “— EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS — Severance.”
Change of Control
Change of Control Severance Plan. 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. In 2008, Ameren’s Board of Directors adopted a 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. The Change of Control Plan was amended in 2009 to eliminate reimbursement andgross-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 NEOs, are entitled to receive severance benefits if their employment is terminated without Cause (as defined below) or by the NEO for Good Reason (as defined below) within two years after a Change of Control.
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 participant’s willful failure to substantially perform his or her duties with Ameren (other than any such failure resulting from the participant’s disability), after notice and opportunity to remedy;
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(ii) gross negligence in the performance of the participant’s duties which results in material financial harm to Ameren;
(iii) the participant’s 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 participant’s 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 participant’s 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 participant’s 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 which is not remedied by the Company within ten business days of receipt of written notice of such breach.
If an NEO’s employment is terminated without Cause or by the NEO for Good Reason within two years after a Change of Control, the NEO will receive a cash lump sum equal to the following:
(i) unpaid salary and vacation pay through the date of termination;
(ii) pro rata EIP compensation for the year of termination;
(iii) three years’ worth of each of base salary and target EIP compensation;
(iv) three years’ worth of additional pension credit; and
(v) solely with respect to officers who first became designated as entitled to receive benefits under the Change of Control Plan before October 1, 2009, reimbursement andgross-up for any excise tax imposed on benefits received by the NEO from Ameren, assuming such payments (as defined by the IRS) are at least 110 percent of the imposed cap under the IRC.
In addition to the cash lump sum payment, any such NEO shall (i) continue to be eligible for health and welfare benefits during the three-year severance period, provided that if the NEO becomes reemployed with another employer and is eligible to receive such health and welfare benefits under such other employer’s plan, the Company’s 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.
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Ability to Amend or Terminate Change of Control Plan
The 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.
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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 2014 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 the Company continues to exist and the NEO retains his or her position. In the table below, the term “qualifying termination” means the participant (i) has an involuntary termination without Cause, (ii) for Change of Control Severance Plan participants, has a voluntary termination of employment for Good Reason (as defined in the Change of Control Severance Plan) or (iii) has an involuntary termination that qualifies for severance under the Ameren Corporation Severance Plan for Ameren Employees (as in effect immediately prior to the Change of Control). Other definitions of capitalized terms may be found in the 2014 Plan or applicable award agreement.
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Termination Other Than for Change of Control
The following table summarizes the impact of certain employment events outside the context of a Change of Control that may result in the payment of unvested PSU awards.
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Estimated Potential Post-Employment Payments
The tables below reflect the payments and benefits payable to each of the NEOs in the event of a termination of the NEO’s employment under several different circumstances. For NEOs, the amounts shown assume that termination was effective as of December 31, 2017, at the NEO’s compensation and service levels as of that date, and are estimates of the amounts that would be payable to the NEO in each scenario. To the extent applicable, excise tax andgross-up payments are estimated using a stock price of $58.99 per share (the most recent closing price of Ameren Common Stock on the NYSE as of December 31, 2017). In addition, the amounts shown do not include benefits paid by insurance providers under life and disability policies or payments and benefits provided on anon-discriminatory basis to employees upon a termination of employment, including severance payments under the Ameren Corporation Severance Plan for Ameren Employees. The actual amounts to be paid out can only be determined at the time of the NEO’s actual separation from the Company. Factors that could affect the nature and amount of the payments on termination of employment, among others, include the timing of event, compensation level, the market price of Common Stock and the NEO’s age.
BAXTER
Component of Pay | Death ($) | Disability ($) | Retirement at Age at 12/31/17(4) ($) | Involuntary Termination not for Cause ($) | Change of Control(1) ($) | |||||||||||||||
Cash Severance (Three years’ Base Salary and Target EIP, Plus Pro rata EIP) | N/A | N/A | N/A | 7,525,000 | ||||||||||||||||
PSU Vesting, Assuming Termination of Employment | 10,222,516 | 25,162,715 | 17,565,747 | 15,064,215 | ||||||||||||||||
Three Years’ Pension Credit | N/A | N/A | N/A | 1,131,171 | ||||||||||||||||
Three Years’ Health and Welfare Benefits(2) | N/A | N/A | N/A | 105,511 | ||||||||||||||||
Outplacement at Maximum | N/A | N/A | N/A | 30,000 | ||||||||||||||||
Excise Tax andGross-up | N/A | N/A | N/A | 13,020,695 | ||||||||||||||||
Total | 10,222,516 | 25,162,715 | 17,565,747 | 36,876,592 |
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LYONS
Component of Pay | Death ($) | Disability ($) | Retirement at Age at 12/31/17(3) ($) | Involuntary Termination not for Cause ($) | Change of Control(1) ($) | |||||||||||||
Cash Severance (Three years’ Base Salary and Target EIP, Plus Pro rata EIP) | N/A | N/A | N/A | 3,972,000 | ||||||||||||||
PSU Vesting, Assuming Termination of Employment | 3,391,018 | 8,409,732 | N/A | 5,022,496 | ||||||||||||||
Three Years’ Pension Credit | N/A | N/A | N/A | 550,300 | ||||||||||||||
Three Years’ Health and Welfare Benefits(2) | N/A | N/A | N/A | 73,581 | ||||||||||||||
Outplacement at Maximum | N/A | N/A | N/A | 30,000 | ||||||||||||||
Excise Tax andGross-up | N/A | N/A | N/A | 4,835,682 | ||||||||||||||
Total | 3,391,018 | 8,409,732 | N/A | 14,484,059 |
MARK
Component of Pay | Death ($) | Disability ($) | Retirement at Age at 12/31/17(4) ($) | Involuntary Termination not for Cause ($) | Change of Control(1) ($) | |||||||||||||
Cash Severance (Three years’ Base Salary and Target EIP, Plus Pro rata EIP) | N/A | N/A | N/A | 2,839,200 | ||||||||||||||
PSU Vesting, Assuming Termination of Employment | 2,292,549 | 5,660,857 | 3,946,785 | 3,381,738 | ||||||||||||||
Three Years’ Pension Credit | N/A | N/A | N/A | 481,333 | ||||||||||||||
Three Years’ Health and Welfare Benefits(2) | N/A | N/A | N/A | 87,643 | ||||||||||||||
Outplacement at Maximum | N/A | N/A | N/A | 30,000 | ||||||||||||||
Excise Tax andGross-up | N/A | N/A | N/A | 3,619,416 | ||||||||||||||
Total | 2,292,549 | 5,660,857 | 3,946,785 | 10,439,330 |
MOEHN
Component of Pay | Death ($) | Disability ($) | Retirement at Age at 12/31/17(3) ($) | Involuntary Termination not for Cause ($) | Change of Control(1) | |||||||||||||
Cash Severance (Three years’ Base Salary and Target EIP, Plus Pro rata EIP) | N/A | N/A | N/A | 2,968,000 | ||||||||||||||
PSU Vesting, Assuming Termination of Employment | 2,488,152 | 6,185,043 | N/A | 3,693,535 | ||||||||||||||
Three Years’ Pension Credit | N/A | N/A | N/A | 386,958 | ||||||||||||||
Three Years’ Health and Welfare Benefits(2) | N/A | N/A | N/A | 65,691 | ||||||||||||||
Outplacement at Maximum | N/A | N/A | N/A | 30,000 | ||||||||||||||
Excise Tax andGross-up | N/A | N/A | N/A | 3,750,130 | ||||||||||||||
Total | 2,488,152 | 6,185,043 | N/A | 10,894,314 |
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NELSON
Component of Pay | Death ($) | Disability ($) | Retirement at Age at 12/31/17(4) ($) | Involuntary Termination not for Cause ($) | Change of Control(1) ($) | |||||||||||||
Cash Severance (Three years’ Base Salary and Target EIP, Plus Pro rata EIP) | N/A | N/A | N/A | 2,749,600 | ||||||||||||||
PSU Vesting, Assuming Termination of Employment | 2,157,010 | 5,279,133 | 3,709,822 | 3,153,235 | ||||||||||||||
Three Years’ Pension Credit | N/A | N/A | N/A | 499,623 | ||||||||||||||
Three Years’ Health and Welfare Benefits(2) | N/A | N/A | N/A | 87,743 | ||||||||||||||
Outplacement at Maximum | N/A | N/A | N/A | 30,000 | ||||||||||||||
Excise Tax andGross-up | N/A | N/A | N/A | 3,247,087 | ||||||||||||||
Total | 2,157,010 | 5,279,133 | 3,709,822 | 9,767,288 |
We are providing the following information to comply with Item 402(u) of RegulationS-K:
For 2017, our median annual total compensation of all employees other than our CEO was $122,003. We calculated the median employee’s annual total compensation based on the rules for determining annual total compensation of our named executive officers, which includes base salary, incentive compensation, change in pension value, and other elements of pay, such as 401(k) employer match, stock awards, or overtime, as applicable. The annual total compensation of our CEO was $8,080,790 and the ratio of our CEO’s compensation to the median employee was 66 to 1. The pay ratio disclosed is a reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K.
We identified our median employee as of October 1, 2017, using our entire workforce of approximately 8,600 full, part-time and temporary employees and base salary for the period of January 1, 2016 to December 31, 2016, rounded to the nearest $100.
SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.
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The information contained in the following Audit and Risk Committee Report shall not be deemed to be “soliciting material” or “filed” or “incorporated by reference” in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.
AUDIT AND RISK COMMITTEE REPORT
The Audit and Risk Committee reviews Ameren Corporation’s (“Ameren”) financial reporting process on behalf of the Board of Directors. In fulfilling its responsibilities, the Audit and Risk Committee reviewed and discussed the audited financial statements included in the 2017 Form10-K with Ameren’s 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, as well as expressing an opinion on whether Ameren maintained effective 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 Auditing Standard No. 16, “Communications with Audit Committees,” as modified or supplemented.
In addition, the Audit and Risk Committee has discussed with the independent registered public accounting firm such accounting firm’s independence with respect to Ameren 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 firm’s communications with the Audit and Risk Committee concerning independence, received from the independent registered public accounting firm.
To ensure the independence of the independent registered public accounting firm, Ameren has instituted monitoring processes at both the 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 andpre-approve all engagements of the independent registered public accounting firm for any category of services, subject to thepre-approval of fiscal year ending December 31, 2022. PwC was appointed by the Audit and Risk Committee described below. In addition,Committee.
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In reliance onfollowing the reviewsinstructions for requesting such materials contained in the notice. The proxy statement and discussions referred to above, the Audit and Risk Committee recommended to the Board of Directors that the auditedour 2021 Form 10-K, including consolidated financial statements, are available to you at www.amereninvestors.com/financial-info/proxy-materials.
Audit and Risk Committee:
Walter J. Galvin, Chairman
Catherine S. Brune
J. Edward Coleman
Ellen M. Fitzsimmons
84 Secretary
Ameren Corporation2018 Proxy StatementP.O. Box 66149, Mail Code 1310
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PwC served as the independent registered public accounting firm for Ameren and its subsidiaries in 2017. PwC
FEESFOR FISCAL YEARS 2017 AND 2016
Audit Fees
The aggregate feesconducted at the meeting other than those discussed in this proxy statement. If any other matter properly comes before the shareholders for professional services rendered by PwC for (i)a vote at the auditsmeeting, the proxy holders will vote your shares in accordance with their best judgment.
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Fees billed by PwC for audit services rendered to Ameren and its subsidiaries during the 2016 fiscal year totaled $3,737,261. This amount reflects there-categorization of certain audit-related fees for financial due diligence services, which were previously reported as audit fees.
Audit-Related Fees
The aggregate fees for audit-related services rendered by PwC to Ameren and its subsidiaries during the 2017 fiscal year totaled $20,000. Such services consisted of a stock transfer/registrar review.
Fees billed by PwC for audit-related services rendered to Ameren and its subsidiaries during the 2016 fiscal year totaled $764,653. This amount reflects there-categorization of certain audit-related fees for financial due diligence services, which were previously reported as audit fees.
Tax Fees
The aggregate fees fortax-related services rendered by PwC to Ameren and its subsidiaries during the 2017 fiscal year totaled $75,000. Such services consisted of review of the impact of federal tax reform legislation.
PwC did not render any tax services to Ameren or its subsidiaries during the 2016 fiscal year.
All Other Fees
The aggregate fees for all other services rendered by PwC to Ameren and its subsidiaries during the 2017 fiscal year totaled $91,585. Such services consisted of advice regarding system implementation quality assurance and for accounting and reporting reference software.
Fees billed by PwC for all other services rendered to Ameren and its subsidiaries during the 2016 fiscal year totaled $286,654 for advice regarding strategic initiatives and for accounting and reporting reference software.
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POLICY REGARDINGTHE PRE-APPROVALOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROVISIONOF AUDIT, AUDIT-RELATED AND NON-AUDIT SERVICES
The Audit and Risk Committee’s charter provides that the Committee is required topre-approve all audit, audit-related andnon-audit services provided by the independent registered public accounting firm to Ameren and its subsidiaries, except thatpre-approvals ofnon-audit services may be delegated to a single member of the Audit and Risk Committee. The Audit and Risk Committeepre-approved 100 percent of the fees for services provided by PwC covered under the above captions: “— Audit Fees,” “— Audit-Related Fees,” “— Tax Fees” and “— All Other Fees” for fiscal years 2017 and 2016.
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Under the rules of the SEC, any shareholder proposal intended for inclusion in the proxy materialmaterials for the Company’s 20192023 annual meeting of shareholders must be received bysubmitted in writing to the Secretary of the Company on or before November 19, 2018. We expect that29, 2022 at Office of the 2019 annual meeting of shareholders will be held on May 2, 2019.
Corporate Secretary, Ameren Corporation, P.O. Box 66149, Mail Code 1310, St. Louis, MO 63166-6149, or by email at corporate.secretary@ameren.com.
Correspondence relating to the foregoing should be directed to the Office of the Secretary, Ameren Corporation, P.O. Box 66149, Mail Code 1310, St. Louis, MO 63166-6149.2018
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In addition to the use of the mails, proxies may be solicited by personal interview, by telephone, or through the Internet or other means, and banks, brokers, nominees and other custodians and fiduciaries will be reimbursed for their reasonableout-of-pocket expenses in forwarding soliciting material to their principals, the beneficial owners of Common Stock. Proxies may be solicited by our directors, officers and key employees on a voluntary basis without compensation. We will bear the cost of soliciting proxies on our behalf. Furthermore, we have retained Alliance Advisors LLC, a proxy solicitation firm, to assist with the solicitation of proxies for the Annual Meeting at an anticipated cost to the Company of approximately $50,000, plus the reimbursement of reasonable out-of-pocket expenses.
Our 20172021 Form10-K, including consolidated financial statements for the year ended December 31, 2017,2021, accompanies this proxy statement. The 20172021 Form10-K is also available on the Company’s website at www.amereninvestors.com. If requested, we will provide you copies of any exhibits to the 20172021 Form10-K upon the payment of a fee covering our reasonable expenses in furnishing the exhibits. You can request exhibits to the 20172021 Form10-K by writing to the Office of the Secretary, Ameren Corporation, P.O. Box 66149, St. Louis, Missouri 63166-6149.
FORINFORMATIONABOUTTHE COMPANY,INCLUDINGTHE COMPANY’SANNUAL,QUARTERLYANDCURRENTREPORTSON SEC FORMS10-K,10-QAND8-K,RESPECTIVELY,PLEASEVISITTHE FINANCIAL INFOSECTIONOF AMEREN’SWEBSITEATWWW.AMERENINVESTORS.COM. INFORMATIONCONTAINEDONTHE COMPANY’SWEBSITEISNOTINCORPORATEDINTOTHISPROXYSTATEMENTOROTHERSECURITIESFILINGS.
88 Ameren Corporation2018 Proxy Statement
| FOR INFORMATION ABOUT THE COMPANY, INCLUDING THE COMPANY’S ANNUAL, QUARTERLY AND CURRENT REPORTS ON SEC FORMS 10-K, 10-Q AND 8-K, RESPECTIVELY, PLEASE VISIT THE FINANCIAL INFO SECTION OF AMEREN’S WEBSITE AT WWW.AMERENINVESTORS.COM. INFORMATION CONTAINED ON THE COMPANY’S WEBSITE IS NOT INCORPORATED INTO THIS PROXY STATEMENT OR OTHER SECURITIES FILINGS. | |
| 2022 Proxy Statement | | | 99 | ||||
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| 100 | | | Ameren Corporation | |
| 2022 Proxy Statement | | | 101 | |
| 102 | | | Ameren Corporation | |
Year Ended December 31, | ||||||||||||||||
2017 | 2016 | |||||||||||||||
GAAP Earnings / Diluted EPS
|
$
|
523
|
|
$
|
2.14
|
|
$
|
653
|
|
$
|
2.68
|
| ||||
Charge for revaluation of deferred taxes from increased Illinois state income tax rate
|
|
22
|
|
|
0.09
|
|
|
–
|
|
|
–
|
| ||||
Less: Federal income tax benefit
|
|
(8
|
)
|
|
(0.03
|
)
|
|
–
|
|
|
–
|
| ||||
Charge, net of tax benefit
|
|
14
|
|
|
0.06
|
|
|
–
|
|
|
–
|
| ||||
Charge for revaluation of deferred taxes from increased federal income tax rate
|
|
162
|
|
|
0.66
|
|
|
–
|
|
|
–
|
| ||||
Less: State income tax benefit
|
|
(8
|
)
|
|
(0.03
|
)
|
|
–
|
|
|
–
|
| ||||
Charge, net of tax benefit
|
|
154
|
|
|
0.63
|
|
|
–
|
|
|
–
|
| ||||
Core Earnings / Diluted EPS
|
$
|
691
|
|
$
|
2.83
|
|
$
|
653
|
|
$
|
2.68
|
|
| | | | Year Ended December 31, | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 2013 | | | 2014 | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | |||||||||||||||||||||||||||
| GAAP Diluted EPS | | | | $ | 1.18 | | | | | $ | 2.40 | | | | | $ | 2.59 | | | | | $ | 2.68 | | | | | $ | 2.14 | | | | | $ | 3.32 | | | | | $ | 3.35 | | | | | $ | 3.50 | | | | | $ | 3.84 | | |
| Exclude results from discontinued operations | | | | | 0.87 | | | | | | — | | | | | | (0.01) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Less: Income tax expense/(benefit) | | | | | 0.05 | | | | | | — | | | | | | (0.20) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Exclude provision for discontinuing pursuit of a license for a second nuclear unit at the Callaway Energy Center | | | | | — | | | | | | — | | | | | | 0.29 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Less: Income Tax Benefit | | | | | — | | | | | | — | | | | | | (0.11) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Charge for revaluation of deferred taxes resulting from increased Illinois state income tax rate | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.09 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Less: Federal income tax benefit | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.03) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Charge for revaluation of deferred taxes resulting from decreased federal income tax rate | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.66 | | | | | | 0.05 | | | | | | — | | | | | | — | | | | | | — | | |
| Less: State income tax benefit | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.03) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Core Diluted EPS | | | | $ | 2.10 | | | | | $ | 2.40 | | | | | $ | 2.56 | | | | | $ | 2.68 | | | | | $ | 2.83 | | | | | $ | 3.37 | | | | | $ | 3.35 | | | | | $ | 3.50 | | | | | $ | 3.84 | | |
| | | | Year Ended December 31, | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 2013 | | | 2014 | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | |||||||||||||||||||||||||||
| Core Diluted EPS | | | | $ | 2.10 | | | | | $ | 2.40 | | | | | $ | 2.56 | | | | | $ | 2.68 | | | | | $ | 2.83 | | | | | $ | 3.37 | | | | | $ | 3.35 | | | | | $ | 3.50 | | | | | $ | 3.84 | | |
| Effects of weather at Ameren Missouri | | | | | 0.03 | | | | | | 0.05 | | | | | | (0.04) | | | | | | 0.16 | | | | | | (0.07) | | | | | | 0.43 | | | | | | 0.04 | | | | | | (0.05) | | | | | | 0.02 | | |
| Less: Income tax expense | | | | | (0.01) | | | | | | (0.02) | | | | | | 0.01 | | | | | | (0.06) | | | | | | 0.02 | | | | | | (0.11) | | | | | | (0.01) | | | | | | 0.01 | | | | | | 0.00 | | |
| Weather impact, net of tax expense | | | | | 0.02 | | | | | | 0.03 | | | | | | (0.03) | | | | | | 0.1 | | | | | | (0.05) | | | | | | 0.32 | | | | | | 0.03 | | | | | | (0.04) | | | | | | 0.02 | | |
| Core Diluted EPS Normalized for Weather | | | | $ | 2.08 | | | | | $ | 2.37 | | | | | $ | 2.59 | | | | | $ | 2.58 | | | | | $ | 2.88 | | | | | $ | 3.05 | | | | | $ | 3.32 | | | | | $ | 3.54 | | | | | $ | 3.82 | | |
Ameren Corporation Weather-normalized earnings exclude estimated effects of weather compared to normal, as calculated internally using data from the National Oceanic and Atmospheric Administration for the applicable period.2018 Proxy Statement 89
| 2022 Proxy Statement | | | A-1 | ||||
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Peoria Civic Center
201 SW Jefferson Ave.
Peoria, Illinois 61602
St. Louis (From
Establishment, Effectiveness, Purpose and DurationSouth) Take I-55 North“Company”), establishes an incentive compensation plan to I-155 North. Take I-155 North until you merge onto I-74 West. Take Exit 94be known as the Ameren Corporation 2022 Omnibus Incentive Compensation Plan (hereinafter referred to as this “Plan”), as set forth in East Peoriathis document.will take you upthe Company may attract able individuals to become Employees or serve as Directors of the Company. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and overOther Stock-Based Awards.I-74Section 1.04. Duration of This Plan. Unless sooner terminated as provided herein, this Plan shall terminate ten years from the Effective Date. After this Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their applicable terms and connect youconditions and this Plan’s terms and conditions. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten years after the earlier of (a) adoption of this Plan by the Board, or (b) the Effective Date.
DefinitionsBob Michel Bridge. Go acrossCompany through stock or equity ownership or otherwise, including each Subsidiary and any other corporation or entity designated as an Affiliate for purposes of this Plan by the bridgeCommittee.Peoriaby the Company and continue straight ahead on William Kumpf Blvd. Turn right about a block past SW Jefferson intoParticipant setting forth the parking lotterms and provisions applicable to an Award granted under this Plan, or (ii) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for
| B-1 | | | Ameren Corporation | |
| 2022 Proxy Statement | | | B-2 | |
| B-3 | | | Ameren Corporation | |
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| B-5 | | | Ameren Corporation | |
| 2022 Proxy Statement | | | B-6 | |
| B-7 | | | Ameren Corporation | |
| 2022 Proxy Statement | | | B-8 | |
| B-9 | | | Ameren Corporation | |
| 2022 Proxy Statement | | | B-10 | |
| B-11 | | | Ameren Corporation | |
| 2022 Proxy Statement | | | B-12 | |
| B-13 | | | Ameren Corporation | |
| 2022 Proxy Statement | | | B-14 | |
(Fromextent consistent with Code Section 409A (if applicable), (i) accelerate the North)Take I-55 Southexercisability of Awards toI-74 West. Take Exit 94 in East Peoria the extent not yet otherwise exercisable or remove any restrictions applicable to any Awards and (ii) extend the period during which Awards will take you up and overI-74 and connect yoube exercisable to a date subsequent to the date when such Awards would otherwise have expired by reason of the termination of such Participant’s employment with the Bob Michel Bridge. Go across the bridge into Peoria and continue straight ahead on William Kumpf Blvd. Turn right about a block past SW Jefferson into the parking lot at the intersectionCompany or any of William Kumpf Blvd. and SW Jefferson. The Peoria Civic Center is located adjacent to the parking lot.
(From the East)TakeI-74 West to Exit 94its Affiliates and/or Subsidiaries (but in East Peoria which will take you up and overI-74 and connect you with the Bob Michel Bridge. Go across the bridge into Peoria and continue straight ahead on William Kumpf Blvd. Turn right about a block past SW Jefferson into the parking lot at the intersection of William Kumpf Blvd. and SW Jefferson. The Peoria Civic Center is located adjacent to the parking lot.
(From the West)TakeI-74 East to the Downtown Peoria exit (Exit 92B). Stay in the right hand lane toward Glendale Ave. Take the right hand curve onto Glendale Ave. The road will curve left and become William Kumpf Blvd. Turn left at the intersection of William Kumpf Blvd. and John H. Gwynn Jr. Ave.no event to a parking lot. The Peoria Civic Center is located adjacentdate later than the expiration date of the Awards or the fifth anniversary of the transaction in which such facility closes or operating unit ceases). If the Committee takes no special action with respect to any disposition of a facility or an operating unit, then the parking lot.
| B-15 | | | Ameren Corporation | |
AMEREN CORPORATION
1901CORPORATION1901 CHOUTEAU AVENUE,
MC-1310 ST. LOUIS, MO 63103 VOTE BY INTERNETBefore the Meeting - Go to www.proxyvote.com or scan the QR Barcode above.Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.During the Meeting - Go to www.virtualshareholdermeeting.com/AEE2022You may attend the meeting and vote during the meeting when the polls are open via the Internet. We recommend, however, that you vote before the meeting even if you plan to participate in the meeting, since you can change your vote during the meeting by voting when the polls are open. Have the information that is printed in the box marked by the arrow available and follow the instructions.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by Ameren Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your
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proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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D71544-P67776-Z81921 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY 1a.WARNER L. BAXTER!!!1b.CYNTHIA J. BRINKLEY!!!ForAgainst Abstain1c.CATHERINE S. BRUNE!!!1m. STEVEN H. LIPSTEIN!!!1d.J. EDWARD COLEMAN!!!1n.LEO S. MACKAY, JR!!!
ANNUAL MEETING OF SHAREHOLDERS
Thursday,SHAREHOLDERSThursday, May 3, 2018
10:12, 202210:00 A.M. CDT
Peoria Civic Center
201 SW Jefferson Ave.
Peoria, Illinois 61602
Please present this admission ticket in order to gain admittance to the meeting. This ticket admits only the shareholder listed on the reverse side and is not transferable. Please plan to arrive promptly to have sufficient time to proceed through a customary security line, which may include a bag search.
ImportantCDTwww.virtualshareholdermeeting.com/AEE2022Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting on May 3, 2018:
12, 2022:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
E39318-P01612-Z71696
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