SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
(Amendment No. )
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2018
Notice of Annual Meeting
of Shareholders
and Proxy Statement
Thursday, May 3, 2018, 10:00 a.m. CDT
Peoria Civic Center, 201 SW Jefferson Ave., Peoria, Illinois 61602
in this proxy statement.
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 leverage the results of our participation in the Electric Power Research Institute’s study regarding utility industry scenario analyses with respect to climate change.
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 needs and expectations, and deliver superior value to you, our shareholders.
Thank you for your strong support
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NOTICE
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 to be held in 2019;
(2) providing anon-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) acting
Time and Date | | | Place | |
10 a.m. CDT on Thursday, May 11, 2023 | | | Ameren Corporation’s 2023 Annual Meeting of Shareholders (“Annual Meeting”) will be held in a virtual meeting format only. You can participate in the Annual Meeting live via the Internet by visiting: www.virtualshareholdermeeting.com/AEE2023. | |
Proposals | | | Board Vote Recommendation | | | For Further Details | |
1. Election of 14 director nominees | | | “FOR” each director nominee | | | Page 18 | |
2. Advisory approval of executive compensation | | | “FOR” | | | Page 51 | |
3. Advisory approval of the frequency of the executive compensation shareholder advisory vote | | | “EVERY YEAR” | | | Page 92 | |
4. Ratification of PricewaterhouseCoopers LLP (“PwC”) as independent registered public accounting firm for 2023 | | | “FOR” | | | Page 93 | |
5. Shareholder proposal regarding adoption of Scopes 1 and 2 emissions targets, if properly presented at the meeting | | | “AGAINST” | | | Page 97 | |
The Board of Directors of the Company presently knows of no other business to come before the meeting.
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 revoke your proxy by voting in person.
If you plan to attend the annual meeting of shareholders, please advise the Company in 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 tickets 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. Please note that cameras and other recording devices will not be allowed in the meeting.
By order of the Board of Directors.
St. Louis, Missouri
March 19, 2018
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Ameren Corporation2018 Proxy Statement i
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ii Ameren Corporation2018 Proxy Statement
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Below is a summary of information contained elsewhere in this proxy statement and in the Company’s Annual Report on Form10-K 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 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:
Ameren Corporation2018 Proxy Statement 1
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Annual Meeting of Shareholders
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Voting Matters
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Board Nominees
The 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 | Director Since | Occupation | Experience/ Qualification | Independent | ARC | HRC | NCGC | NOC | FC | ||||||||||
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
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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
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X |
X | X | |||||||||||||
J. Edward Coleman |
66 |
2015 |
Former Chief Executive Officer of CIOX Health |
• Leadership • Strategy • Finance • Technology • Customer Relations • Compensation • Operations
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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
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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
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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
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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
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X* |
X |
C |
Ameren Corporation2018 Proxy Statement 3
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Committee Membership | ||||||||||||||||||||
Name | Age | Director Since | Occupation | Experience/ Qualification | Independent | ARC | HRC | NCGC | NOC | FC | ||||||||||
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
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X |
X |
X | |||||||||||||
Gayle P. W. Jackson |
71 |
2005 |
President and Chief Executive Officer of Energy Global, Inc. |
• Leadership • Strategy • Industry • Finance • Regulatory • Compensation
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X |
C |
X | |||||||||||||
James C. Johnson | 65 | 2005 | Retired General Counsel of Loop Capital Markets LLC | • Leadership • Legal • Governance • Finance • Regulatory • Risk Management • Compensation | X | C | X | |||||||||||||
Steven H. Lipstein | 61 | 2010 | Former President and Chief Executive Officer of BJC HealthCare | • Leadership • Strategy • Finance • Regulatory • Compensation • Customer Relations • Operations | X | X | X | |||||||||||||
Stephen R. Wilson | 69 | 2009 | Retired Chairman, President and Chief Executive Officer of CF Industries Holdings, Inc. | • Leadership • Strategy • Finance • Regulatory • Operations • Risk Management • Compensation • Customer Relations | X | X | C |
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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 Vote
The 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
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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
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Fiscal 2017 Executive Compensation Highlights
The Company’spay-for-performance program led to the following actual 2017 compensation being earned:
Ameren Corporation2018 Proxy Statement 5
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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:
Ratification of PwC as Our Independent Registered Public Accounting Firm
As 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.
Year Ended
| Year Ended
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Audit Fees
| $
| 3,921,725
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| 3,737,261
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Audit-Related Fees
| $
| 20,000
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| $
| 764,653
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Tax Fees
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| 75,000
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| 0
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All Other Fees
| $
| 91,585
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| $
| 286,654
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6 Ameren Corporation2018 Proxy Statement
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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 Plaza
1901 Chouteau Avenue
St. Louis, MO 63103
Statements 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 VOTING
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.
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.
A. 1. Election of Directors.
Twelve directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified.
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 appointed by the Audit and Risk Committee.
Ameren Corporation2018 Proxy Statement 7
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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 the meeting by the proponent.
A. Each share of Common Stock is entitled to one vote. The shares referred to on your proxy card, or Noticeon any additional voting instructions that accompanied your proxy materials. Online check-in will begin at 9:45 a.m. CDT. Please allow ample time for the online check-in process. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider.
A. As permitted by SEC rules, we are making this proxy statement and our annual report available to shareholders electronically via the Internet. “street name.”
This proxy statement andOn or about March 28, 2023, 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 Form10-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 to
Officecertain shareholders.
Ameren Corporation
P.O. Box 66149, Mail Code 1370
- by calling toll-free1-800-255-2237 (or in the St. Louis area314-554-3502).
Important Notice Regarding the Availability of Proxy Materials for the Annual This proxy statement and our 2022 Form 10-K, including consolidated financial statements, are available to you at www.amereninvestors.com/financial-info/proxy-materials. | | |
A. In order to conduct the Annual Meeting, holders
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| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF AMEREN CORPORATION | | | | | | | |
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| APPENDIX A — Reconciliation of Non-GAAP Information | | | | | | |
| 2023 Proxy Statement | | | 5 | |
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.
| | Environmental Stewardship • Accelerating transition to a cleaner and more diverse portfolio − argeting net-zero carbon emissions by 2045, as well as reductions of 60% by 2030 and 85% by 2040, based on 2005 levels1 − Targeting the − Accelerating the expected retirement dates of two coal-fired energy centers, with all remaining coal-fired energy centers expected to be retired by 2042 − Adding 1,200 MW of combined-cycle natural gas generation by 2031; transition to hydrogen or blend with carbon capture by 2040 − 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 3% of total rate base by the end of 2027 • Investing approximately $210 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 supporting transition to clean energy | | |
A.
| 6 | | | Ameren Corporation | |
| | | | Social Impact • Delivering value to our customers in 2022 while focused on safety − Top quartile for overall residential customer satisfaction3 − Ameren Missouri ranked #1 in business customer satisfaction among peers in the Midwest3 − Socially responsible and economically impactful in communities − ~$145 million to support eligible customers and charities from 2020-2022 • Supporting core value of diversity, equity and inclusion − Ranked first among U.S. utilities for diversity, equity and inclusion (“DE&I”) by DiversityInc in 2022 and among top five since 2009; also ranked a top company for ESG matters by DiversityInc in 2022 − Approximately $1.1 billion in diverse supplier spend in 2022, an increase of approximately 22% from 2021 − DE&I summit held in 2022 for community leaders and employees − Formation of Community Voices Advisory Board in Missouri to ensure ongoing input by impacted communities on operational decisions | | |
| | | | 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 diverse4) and executive leadership team (~42% women or racially/ethnically diverse) • Robust Board leadership and succession planning processes • Formed Cybersecurity and Digital Technology Committee, effective May 1, 2023 • 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 metrics tied to our clean energy transition, workforce diversity, and supplier diversity • Transparency through extensive disclosure and sustainability reporting initiatives: − Second-highest utility ranking and overall score in the Center for Political Accountability’s 2022 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 Task Force on Climate-Related Financial Disclosures (“TCFD”) reporting framework; TCFD, Sustainability Accounting Standards Board (“SASB”) and Global Reporting Initiative (“GRI”) disclosure mapping reports; EEO-1 report; participation in CDP climate and CDP water surveys, and an ESG-specific investor presentation | | |
| 2023 Proxy Statement | | | 7 | |
| | | | Sustainable Growth • Strong long-term growth outlook − Expect strong compound annual earnings per share growth from 2023 through 2027, 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 2032 • Attractive dividend − Annualized equivalent dividend rate of $2.52 per share provides attractive yield; annualized dividend increased approximately 48% from 2013 to 2022 − Dividend increased in 2023 for the tenth 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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| | $4.14 Earnings per diluted share (GAAP) $4.00* Weather-normalized earnings per diluted share (non-GAAP) | | | | | | | | | | | | | | | | | ||
| | In 2022, Ameren earned $4.14 per diluted share on a GAAP basis, and $4.00 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 2022 of approximately 15.0 percent on a GAAP basis and 7.5 percent on a weather-normalized core (non-GAAP) basis.* | | | | | | | | Ameren shares provided a total shareholder return (“TSR”) of approximately 2.5 percent in 2022, including an approximately 7.3 percent increase in the quarterly dividend during the first quarter of 2022. From December 31, 2013, to December 31, 2022, Ameren shares provided a TSR of approximately 225.5 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. | | | | | | | | The Company invested approximately $3.4 billion in energy infrastructure in 2022 to better serve customers, which also drove strong rate base growth of approximately 9.3 percent, compared to 2021. For the five years ending December 31, 2022, we invested approximately $14.8 billion in energy infrastructure, which drove robust compound annual rate base growth of approximately 10.4 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, and strengthened our cybersecurity posture while keeping our electric rates competitive and affordable. | | |
| 2023 Proxy Statement | | | 9 | |
| 10 | | | Ameren Corporation | |
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.executive chairman and its president and CEO.
| | | The Board unanimously recommends a vote “FOR” each of the 14 director nominees. | |
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Company or any agent of the Company from ascertaining whichby shareholders have voted or from making efforts to encourage shareholders to vote. The policy does not limit the free and voluntary communication between the Company and its shareholders. Except with respect to materials submitted regarding shares allocated to participant accounts in the Company’s savings investment plans, all comments written on proxies, ballots or voting materials, together with the names and addresses of the commenting shareholders, may be made available to Company directors and executive officers.
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 webcast 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 and represented at the Annual Meeting will be availableannual meeting.
| 2023 Proxy Statement | | | 11 | |
Name | | | | | | Age | | | Director Since | | | Occupation | | | Independent | | | Committee Membership1 | | |||||||||||||||
| ARC | | | HRC | | | NCGC | | | NOESC | | | FC | | | CDTC2 | | |||||||||||||||||
| | Warner L. Baxter | | | 61 | | | 2014 | | | Executive Chairman of the Company | | | | | | | | | | | | | | | | | | | | | | | |
| | Cynthia J. Brinkley | | | 63 | | | 2019 | | | Retired Chief Administrative and Markets Officer, Centene Corporation | | | | | | | | | | | | | | | | | | | | ||||
| | Catherine S. Brune | | | 69 | | | 2011 | | | Retired President, Allstate Protection Eastern Territory of Allstate Insurance Company | | | | | | | | | | C | | | | | | | | | | ||||
| | J. Edward Coleman | | | 71 | | | 2015 | | | Retired Executive Chairman of CIOX Health | | | | | C | | | | | | | | | | | | | | | ||||
| | Ward H. Dickson | | | 60 | | | 2018 | | | Retired Executive Vice President and Chief Financial Officer of WestRock Company | | | | | | | | | | | | | | | | C | | | | ||||
| | Noelle K. Eder | | | 53 | | | 2018 | | | Executive Vice President and Global Chief Information Officer of Cigna Corporation | | | | | | | | | | | | | | | | | | C | | ||||
| | Ellen M. Fitzsimmons | | | 62 | | | 2009 | | | Chief Legal Officer and Head of Public Affairs of Truist Financial Corporation | | | | | | | | | | | | | | | | | | | | ||||
| | Rafael Flores | | | 67 | | | 2015 | | | Retired Senior Vice President and Chief Nuclear Officer of Luminant | | | | | | | | | | | | | | | | | | | | ||||
| | Richard J. Harshman | | | 66 | | | 2013 | | | Retired Executive Chairman and President and Chief Executive Officer of Allegheny Technologies Incorporated | | | , L | | | | | | | | | | | C | | | | | | | | ||
| | Craig S. Ivey | | | 60 | | | 2018 | | | Retired President of Consolidated Edison Co. of New York, Inc. | | | | | | | | | | | | | | | | | | | | ||||
| | James C. Johnson | | | 70 | | | 2005 | | | Retired General Counsel of Loop Capital Markets LLC | | | | | | | | C | | | | | | | | | | | | | |||
| | Steven H. Lipstein | | | 67 | | | 2010 | | | Retired President and Chief Executive Officer of BJC HealthCare | | | | | | | | | | | | | | | | | | | | ||||
| | Martin J. Lyons, Jr. | | | 56 | | | 2022 | | | President and Chief Executive Officer of the Company | | | | | | | | | | | | | | | | | | | | | | | |
| | Leo S. Mackay, Jr. | | | 61 | | | 2020 | | | Senior Vice President, Ethics and Enterprise Assurance of Lockheed Martin Corporation | | | | | | | | | | | | | | | | | | | |
| ARC | | | Audit and Risk Committee | | | NOESC | | | Nuclear, Operations and Environmental Sustainability Committee | | | C | | | Member and Chair of a Committee | |
| HRC | | | Human Resources Committee | | | FC | | | Finance Committee | | | L | | | Lead Director | |
| NCGC | | | Nominating and Corporate Governance Committee | | | CDTC | | | Cybersecurity and Digital Technology Committee | | | | | | | |
| 12 | | | Ameren Corporation | |
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:
| 2023 Proxy Statement | | | 13 | |
| | | The Board unanimously recommends a vote “FOR” the advisory approval of executive compensation. | |
| 14 | | | Ameren Corporation | |
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 three years. | | ||
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. | |
| 2023 Proxy Statement | | | 15 | |
| | | The Board unanimously recommends a vote for “EVERY YEAR” for the frequency of the advisory approval of the compensation of named executive officers. | |
| 16 | | | Ameren Corporation | |
| | | 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, 2023. | |
| | | Year Ended December 31, 2022 ($) | | | Year Ended December 31, 2021 ($) | | ||||||
Audit Fees | | | | | 4,413,000 | | | | | | 4,157,000 | | |
Audit-Related Fees | | | | | 635,000 | | | | | | 225,000 | | |
Tax Fees | | | | | — | | | | | | — | | |
All Other Fees | | | | | 208,650 | | | | | | 28,650 | | |
Shareholder Rights:
| | | The Board unanimously recommends a vote “AGAINST” the shareholder proposal. | |
| 2023 Proxy Statement | | | 17 | |
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 eachthe Company and were elected by shareholders at the Company’s prior annual meeting.
Each nominee has consented to being nominated for director and has agreed to serve if elected.
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Ameren Corporation2018 Proxy Statement 13
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WARNER L. BAXTER
Chairman of the Company | |
| 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: 63 | | | STANDING BOARD COMMITTEES: • Human Resources Committee • Nuclear, Operations and Environmental Sustainability Committee OUTSIDE DIRECTORSHIPS: • Energizer Holdings, Inc., 2014–Present | |
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CATHERINE S. BRUNE
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| STANDING BOARD COMMITTEES: • Audit and Risk Committee • Nominating and Corporate Governance Committee
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, | |
EXECUTIVE EXPERIENCE:
SKILLS
QUALIFICATIONS:
Ameren Corporation2018 Proxy Statement 15
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ELLEN M. FITZSIMMONS
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| 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: 53 | | | STANDING BOARD COMMITTEES: • Audit and Risk Committee • Nominating and Corporate Governance Committee OUTSIDE DIRECTORSHIPS: • None | |
| 22 | | | Ameren Corporation | |
| | | Ellen M. Fitzsimmons Chief Legal Officer and Head of Public Affairs of Truist Financial Corporation Director since: 2009 Age: 62 | | | STANDING BOARD COMMITTEES: • Finance Committee • Nuclear, Operations and Environmental Sustainability Committee OUTSIDE DIRECTORSHIPS: • None | |
SKILLS
QUALIFICATIONS:
RAFAEL FLORES
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| STANDING BOARD COMMITTEES: • Nominating and Corporate Governance Committee • Nuclear, Operations and
OUTSIDE DIRECTORSHIPS: • None | |
EXECUTIVE EXPERIENCE:
SKILLS
QUALIFICATIONS:
16 Ameren Corporation2018 Proxy Statement
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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
| | | Craig S. Ivey Retired President of Consolidated Edison Company of New York, Inc. Director since: 2018 Age: 60 | | | STANDING BOARD COMMITTEES: • Finance Committee • Nuclear, Operations and Environmental Sustainability Committee OUTSIDE DIRECTORSHIPS: • None | ||
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CRAIG S. IVEY
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EXECUTIVE EXPERIENCE:
SKILLS
QUALIFICATIONS:
GAYLE P.W. JACKSON, PH.D.
| 24 | | | Ameren Corporation | |
| | 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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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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| STANDING BOARD COMMITTEES: • Human Resources Committee • Nominating and Corporate Governance Committee
OUTSIDE DIRECTORSHIPS: • None | |
EXECUTIVE EXPERIENCE:
SKILLS
QUALIFICATIONS:
Ameren Corporation2018 Proxy Statement 19
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STEPHEN R. WILSON
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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: 61 |
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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 Statement
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Board and Committee Meetingsalso 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 Annual Meeting Attendance
During 2017,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.
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 Corporate Governance Guidelines, which include certain director qualification standards.
A director who attains age 72 prior to the date of an annual meeting is required to submit a letter to the Nominating and Corporate Governance Committee offering his or her resignation from the Board, effective with the end of the director’s elected term, for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will review the appropriateness of continued service on the Board of Directors by that director and make a recommendation to the Board of Directors and, if applicable, repeat such review annually thereafter.
In addition, the Corporate Governance Guidelines provide that a director who undergoes a significant change with respect to principal employment is required to notify the Nominating and Corporate Governance Committee and offer his or her resignation from the Board. The Nominating and Corporate Governance Committee will then evaluate the facts and circumstances and make a recommendation to the Board whether to accept the offered resignation or request that the director continue to serve on the Board.
Board Diversity
Board Leadership Structure
The Company’sBy-Laws and Corporate Governance Guidelines delegate to the Board of Directors the right to exercise its discretion to either separate or combine the offices of Chairman of the Board and Chief Executive Officer. The Board 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 individualMr. Mackay should serve as both Chairmana director 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.
Ameren Corporation2018 Proxy Statement 23
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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:
24 Ameren Corporation2018 Proxy Statement
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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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Corporate Governance Guidelines and Policies, Committee Charters and Codes of Conduct
The Board of Directors has adopted Corporate Governance Guidelines, a Director Nomination Policy, a Policy Regarding Communications to the Board of Directors, a Related Person Transactions Policy and written charters for its Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear and Operations Committee and Finance Committee. The Board of Directors also has adopted the Company’s code of business conduct (referred to as Ameren’s Principles of Business Conduct) applicable to all of the Company’s directors, officers and employees, and the Company’s 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.
28 Ameren Corporation2018 Proxy Statement
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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.
Ameren Corporation2018 Proxy Statement 29
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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.
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Ameren Corporation2018 Proxy Statement 31
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Pursuant to the Company’s Corporate Governance Guidelines, directors are expected to advise the Chairman of theBoard Refreshment and Succession Planning
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| | | | | | | | | | |
| | Steps to improve Board Effectiveness | | | | | | Outcomes | | |
| | • Regular evaluation of the Board in light of the Company’s strategy • Identify director candidates with diverse backgrounds and experiences • Retirement age policy • Commitment to robust director succession planning • Annual Board and committee performance self-evaluations | | | | • Average director tenure of approximately 7 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 | |
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Board Succession Planning
The Board discusses formal succession planningpublish this report on an annual basis,basis. This reporting framework has enabled utility companies to provide the financial sector with key ESG and sustainability information on a more uniform and consistent basis. Our EEI/AGA ESG/Sustainability reports under this framework include greenhouse gas emissions data, including 2005 baseline data, other ESG data, and a qualitative section with a discussion of our ESG and sustainability strategy and governance.
Executive Sessions of Independent Directors
The independent directors meet privately in executive sessions 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.
Executiveinclusion strategy.
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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
In addition, all members of the Nuclear, Operations and Environmental Sustainability Committee, the Finance Committee and the Cybersecurity and Digital Technology Committee are independent under the standards set forth in the Director Nomination Policy.
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| Meetings in 2022: 14* Chair J. Edward Coleman Other Members Catherine S. Brune Ward H. Dickson Noelle K. Eder Leo S. Mackay, Jr. Each of J. Edward Coleman, Ward H. Dickson and Richard J. Harshman 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. * Includes five regularly scheduled meetings focused on cybersecurity and digital technology matters; effective May 1, 2023, oversight responsibilities for these matters will be assumed by the Cybersecurity and Digital Technology Committee. | | | • Appoints and oversees the independent registered public accountants; pre-approves all audit, audit-related services and non-audit engagements with independent registered public accountants. • 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 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. • Performs other actions as required by the NYSE listing standards and its Charter, including the retention of independent legal counsel and other advisors. | |
| 2023 Proxy Statement | | | 39 | |
| Meetings in 2022: None (formation effective May 1, 2023) Chair Noelle K. Eder Other Members Catherine S. Brune J. Edward Coleman Ward H. Dickson | | | • Reviews the Company’s and its subsidiaries’ strategy and operations relating to cybersecurity and digital technology matters, including significant cybersecurity and digital technology-related projects and initiatives and related progress, the integration and alignment of such strategy with the Company’s overall business and strategy, and trends that may affect such strategy or operations. • Reviews the capabilities and effectiveness of the Company’s and its subsidiaries’ cybersecurity and digital technology risk management, including the programs, policies, practices, controls and safeguards for digital technology, information security, prevention and detection of cybersecurity incidents or information or data breaches, and crisis preparedness, incident response plans, and disaster recovery and business continuity capabilities. • Reviews the Company’s third-party cybersecurity and digital technology strategy, including information on critical risks and metrics relating thereto. • Reviews key legislative and regulatory developments that could materially impact the Company’s cybersecurity and digital technology strategy, operations or risk exposure; engagement with government agencies, industry peers, and other critical infrastructure sectors on cybersecurity and related resiliency; industry trends, benchmarking and best practices relating to cybersecurity and digital technology; and any relevant cybersecurity and digital technology metrics. • Performs other actions as required by its Charter, including the retention of legal, accounting or other advisors. | |
| Meetings in 2022: 5 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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| Meetings in 2022: 7 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 2022: 5 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 2022: 6 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. | |
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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 has established limitations on the number of public company boards on which directors may serve, as well as the number of public company audit committees on which members of the Audit and Risk Committee may serve. 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, Finance Committee, and Cybersecurity and Digital Technology 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 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) transactions where the rates are competitively bid and the lowest bid is accepted, or transactions involving the rendering of services as a common or contract carrier, or regulated public utility services transactions;transactions at rates fixed in conformity with law or governmental authority; (2) transactions involving trustee typetrustee-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
“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.
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Policy Regarding Communications2022.
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 | | | | | 125,000 | | | | | | 150,055 | | | | | | — | | | | | | — | | | | | | 275,055 | | |
Catherine S. Brune | | | | | 145,000 | | | | | | 150,055 | | | | | | — | | | | | | — | | | | | | 295,055 | | |
J. Edward Coleman | | | | | 145,000 | | | | | | 150,055 | | | | | | — | | | | | | — | | | | | | 295,055 | | |
Ward H. Dickson | | | | | 145,000 | | | | | | 150,055 | | | | | | — | | | | | | — | | | | | | 295,055 | | |
Noelle K. Eder | | | | | 125,000 | | | | | | 150,055 | | | | | | — | | | | | | — | | | | | | 275,055 | | |
Ellen M. Fitzsimmons | | | | | 125,000 | | | | | | 150,055 | | | | | | — | | | | | | — | | | | | | 275,055 | | |
Rafael Flores | | | | | 125,000 | | | | | | 150,055 | | | | | | — | | | | | | — | | | | | | 275,055 | | |
Richard J. Harshman | | | | | 175,000 | | | | | | 150,055 | | | | | | — | | | | | | — | | | | | | 325,055 | | |
Craig S. Ivey | | | | | 125,000 | | | | | | 150,055 | | | | | | — | | | | | | — | | | | | | 275,055 | | |
James C. Johnson | | | | | 145,000 | | | | | | 150,055 | | | | | | — | | | | | | — | | | | | | 295,055 | | |
Steven H. Lipstein | | | | | 125,000 | | | | | | 150,055 | | | | | | — | | | | | | — | | | | | | 275,055 | | |
Leo S. Mackay, Jr. | | | | | 125,000 | | | | | | 150,055 | | | | | | — | | | | | | — | | | | | | 275,055 | | |
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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 Commoncommon stock valued at approximately $150,000 were awarded to each of our non-management directors on January 3, 2022. Certain of such shares of Company common stock were deferred as deferred Stock that the person holds; if the person submitting the communication is notUnits (as defined and described in more detail below). As of December 31, 2022, Director Brinkley had 1,740 deferred Stock Units, Director Coleman had 15,811 deferred Stock Units, Director Dickson had 8,125 deferred Stock Units, Director Eder had 8,125 deferred Stock Units, Director Flores had 12,111 deferred Stock Units, Director Harshman had 3,699 deferred Stock Units, Director Ivey had 8,125 deferred Stock Units, Director Johnson had 22,218 deferred Stock Units, and Director Mackay had 3,699 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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The Based on the Nominating and Corporate Governance Committee’s review, the Board of Directors determined that no changed were needed to the program for 2023.
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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 | |
| • Upon Initial Election to the Board | | | • $150,000 of | |
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Other Benefits | | | • Reimbursement of customary and usual travel expenses related to Board and committee service • Eligibility to participate in a nonqualified deferred compensation program as described below | |
Directors who are employees of the Company do not receive compensation for their services as a director.
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The following table sets forth the compensation paid tonon-management directors for fiscal year 2017, other than reimbursement for travel expenses.
2017 DIRECTOR COMPENSATION TABLE
Name | Fees Earned or Paid in Cash(1) ($) | 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.
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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:
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After the participant director retires or dies, the deferred amounts (and interest attributable thereto) accrue interest as follows:
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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.
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up to 15 years. However, in the event a participant ceases
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Director Stock Ownership Requirement
Since 2007,
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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
Executive Compensation discussion on pages 51-88.
| | | Board Recommendation for Advisory Approval of 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. | |
Board Recommendation for Item 2
Your Board of Directors unanimously recommends a vote “FOR” theNon-Binding Advisory Approval
of the Compensation of the named executive officers disclosed in this proxy statement.
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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 appointed by the Audit and Risk Committee. The members of the Audit and Risk Committee and the Board believe that the continued retention of PwC to serve as the Company’s independent external auditor is in the best interests of the Company and its shareholders.
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 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, 2018.
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ITEM (4): SHAREHOLDER PROPOSAL REGARDINGA REPORTON COAL COMBUSTION RESIDUALS
School Sisters of Notre Dame, Central Pacific Province, 320 East Ripa Avenue, St. Louis, Missouri 63125, owner of 100 shares of Common Stock; As You Sow on behalf of Andrew Behar, Kalpana Raina, and Robert M. Hogg, 1611 Telegraph Ave, Suite 1450, Oakland, California 94612, owners of 100, 96 and 103 shares of Common Stock, respectively; and Sisters of Charity of the Blessed Virgin Mary, 110 Michigan Avenue NE,F-34, Washington, D.C. 20017, owner of 100 shares of Common Stock; and Sisters of St. Joseph of Carondelet, St. Louis Province, 6400 Minnesota Avenue, St. Louis, Missouri 63111, owner of 100 shares of Common Stock, notified the Company of their intention to present the following proposal for consideration and action at the Annual Meeting. The Company is not responsible for the accuracy or content of the proposal and supporting statement presented below which, following SEC rules, are reproduced as received from the proponents.
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 world in terms of potential economic impact.(1) The Human Right to Water, formally recognized by the United Nations in 2010, clarifies that it is the responsibility of companies to ensure their operations to not infringe upon the right of individuals to sufficient,safe, acceptable, accessible and affordable water. This human right is further buttressed by the UN’s Sustainable Development Goal 6, which includes a target for improving water quality by reducing pollution and minimizing the discharge of hazardous chemicals and materials.(2)
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 information required by the CCR Rule, significant questions remain regarding risks posed by its numerous ash ponds along the Mississippi and Missouri Rivers. In 2017, 46.47% of shareholders supported a resolution requesting a report on Ameren’s efforts to identify and reduce environmental and health hazards associated with water discharge Practice and Policy. Ameren has responded with only general information regarding the risks associated with its coal ash disposal practices.
Ameren Corporation2018 Proxy Statement 41
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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 risks to the company. This report should be available to shareholders within 6 months of the 2018 annual meeting, be prepared at reasonable cost, 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. In addition, our disclosure includes detailed information regarding our compliance with the EPA’s final rule for the disposal of CCRs (“EPA CCR Rule”), including Ameren’s plan to close the ash ponds at each of its coal-fired energy centers used to store CCRs by 2023, as well as to convert to dry ash handling and to either recycle ash 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 achievement of our strategy and objectives.
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We believe that our existing compliance plan for CCR management is effectively addressing the proponents’ concerns by mitigating the legal, reputational and financial risks to the Company and its shareholders. As discussed further below, Ameren is complying with applicable regulations for the management 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 plan 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, if any other matters should properly come before the meeting, it is the intention of the persons named in the enclosed proxy to vote thereon in accordance with their best judgment.
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SECURITY OWNERSHIPOF MORE THAN FIVE PERCENT SHAREHOLDERS
The following table contains information with respect to the ownership of Ameren Common Stock by each person known to the Company who is the beneficial owner of more than five percent of the outstanding Common Stock.
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SECURITY OWNERSHIPOF DIRECTORSAND MANAGEMENT
The following table sets forth certain information known to the Company with respect to beneficial ownership of Ameren Common Stock and Stock Units as of March 9, 2018, for (i) each director and nominee for director of the Company, (ii) each individual serving as the Company’s President and Chief Executive Officer and the Company’s Chief Financial Officer during 2017 and the three most highly compensated executive officers of the Company (and/or its subsidiaries) (other than individuals serving as the President and Chief Compensation Matters
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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.
The address of all persons listed above is c/o Ameren Corporation, 1901 Chouteau Avenue, St. Louis, Missouri 63103.
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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than ten percent of the Company’s Common Stock to file reports of their ownership in the equity securities of the Company and its subsidiaries and of changes in that ownership with the SEC. SEC regulations also require the Company to identify in this proxy statement any person subject to this requirement who failed to file any such report on a timely basis. To our knowledge, based solely on a review of the filed reports and written representations that no other reports are required, we believe that each of the Company’s directors and executive officers complied with all such filing requirements during 2017.
Ameren Corporation2018 Proxy Statement 49
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The information contained in the following Human Resources 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.
HUMAN RESOURCES COMMITTEE REPORT
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. The Company is responsible for the Compensation Discussion and Analysis and for the disclosure controls relating to executive compensation.
Steven H. Lipstein
Stephen R. Wilson
COMPENSATION DISCUSSIONAND ANALYSIS
Named Executive Officer | | | Title | |
Warner L. Baxter | | | Executive Chairman, Ameren | |
Martin J. Lyons, Jr. | | | President and Chief Executive Officer, Ameren | |
| | | Senior Executive Vice President and Chief Financial Officer, Ameren | |
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| Chairman and President, Ameren Missouri | | ||
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| Executive Vice President, General Counsel and Secretary, Ameren | |
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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
| • Ameren earned $4.14 per diluted share on a GAAP basis, representing a 7.8% increase over 2021 earnings, and $4.00 per diluted share on a weather-normalized (non-GAAP) basis in 2022.* The 2022 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 2022 of approximately 15.0 percent on a GAAP basis and 7.5 percent on a weather-normalized core (non-GAAP) basis.* • Ameren shares provided a TSR of approximately 2.54 percent in 2022, including an approximately 7 percent increase in the quarterly dividend during the first quarter of 2022, the ninth consecutive year that the dividend was increased. The Board approved an additional approximately 7 percent increase in the dividend during the first quarter of 2023. From December 31, 2013, to December 31, 2022, Ameren shares provided a TSR of approximately 226 percent, which meaningfully exceeded the TSR of the S&P 500 Utility, Philadelphia Utility, and S&P 500 index (approximately 153 percent, 157 percent, and 146 percent, respectively). Ameren’s TSR ranked first among the TSR Peer Group (i.e., the 100th percentile) for the three-year performance period ended December 31, 2022. • Ameren invested approximately $3.4 billion in energy infrastructure in 2022 to better serve customers, which also drove strong rate base growth of approximately 9.3 percent, compared with 2021. For the five years ending December 31, 2022, we have invested approximately $14.8 billion in energy infrastructure, which drove robust compound annual rate base growth of approximately 10.4 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 a focus on affordability. | |
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| • In 2022, based on the average of Ameren Missouri and Ameren Illinois scores, we received a top quartile JD Power score for overall residential customer satisfaction, and Ameren Missouri ranked #1 for business customer satisfaction among Midwest large utilities. • Ameren Missouri filed a change to its 2020 Integrated Resource Plan in June 2022 that included the acceleration of significant renewable resource additions and the accelerated retirement of the Rush Island coal-fired energy center. This enabled us to accelerate our enterprise-wide long-term net zero carbon emissions target by five years, from 2050 to 2045, and increase our short-term carbon emissions reduction goal from 50% to 60% by 2030, based on 2005 levels. • Consistent with its Integrated Resource Plan, Ameren Missouri submitted regulatory approval requests to the MoPSC for two new solar energy centers with a total capacity of 350 MW. These projects are designed to support compliance with Missouri’s renewable energy standard as well as Ameren’s climate transition plan. • Ameren Missouri successfully advocated for and supported the passage of Missouri Senate Bill 745, which enhanced and extended the existing Smart Energy Plan legislation to support continued investment to modernize Ameren Missouri’s electric infrastructure, including investments that will upgrade the grid and accommodate more renewable energy. • Ameren Illinois worked diligently with a variety of stakeholders to begin implementing the Clean Energy Jobs Act passed in 2021, including through the development of a multi-year electric rate plan that was filed in January 2023, which will offer the opportunity to invest, grow and earn fair returns through 2027 while delivering value for our customers. • We actively advocated for constructive elements of the Inflation Reduction Act of 2022, which will help lower the cost of the clean energy transition and bring about long-term customer benefits. • As part of MISO’s long-range transmission planning process to enhance reliability and enable the clean energy transition, Ameren was awarded projects that MISO has estimated will cost approximately $1.8 billion. MISO also identified an additional $700 million of projects for which Ameren is well-positioned to compete. • We continued to take meaningful actions to support our commitment to our core value of diversity, equity and inclusion, including: | |
| — Approximately $1.1 billion of spending with minority-, women- and veteran-owned businesses through our robust supplier diversity program in 2022, representing an approximately 22 percent increase over 2021. — Establishing the Community Voices Advisory Board in Missouri, a diverse group of community leaders selected to share community perspectives on relevant utility issues. Together with the annual Ameren Missouri and Ameren Illinois Community Voices workshops, these initiatives serve as standing avenues for proactive engagement with diverse community stakeholders. — Hosting our third DE&I Leadership Summit for co-workers and community leaders,featuring local and national speakers. — We were again named by DiversityInc as the nation’s Top Utility for DE&I in 2022, as well as among the top companies for Black executives, veterans and environmental, social and governance matters. In addition, we were again named a Best Place to Work for LGBTQ Equality by the Human Rights Campaign and 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 and demand response programs in both Missouri and Illinois. In 2022, we provided approximately $200 million in funding for these programs, which give our customers the ability to reduce their energy usage and help reduce emissions. | |
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Corporation2018 Proxy Statement 51
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| | What we do: | | | | | | | | What we don’t do: | | |
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Target pay opportunities
Maintain a short-term
Design our long-term
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 employeenon-solicitation provisions.
Maintain stock ownership requirements for our Senior Leadership Team andnon-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
Engage an independent compensation consultant | |
| | | | | | No employment agreements.
No employee, officer or
No executive
No tax
No dividends or dividend equivalents paid on unearned incentive awards.
No repricing or
No excise tax | | |
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To accomplish our compensation objective in 2017,
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 three years. | | ||
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. | |
We also provide various health and welfare benefits to the NEOs on substantially the same basis as we provide to all salaried employees.
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), compensationAon.
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Ameren Corporation2018 Proxy Statement 53
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The companies identified as the “compensation peers” used to develop 20172022 compensation opportunities from the above-described data are listed in the graphic below. The list is subject to change each year depending on merger and acquisition activity, the availability of the companies’ data through Aon Hewitt’sAon’s database and the continued appropriateness of the companies in terms of size and industry in relationshiprelation to the Company.
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2017 FIXED VERSUS PERFORMANCE-BASED COMPENSATION
The following table showsgraphs summarize the allocationmix 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)
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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 incentiveat-risk compensation, as allocated betweenwell as the mix of cash and equity-based compensation, atfor the target levels.
Name
| Total Cash
| Total Equity-based Compensation
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Baxter
| 36%
| 64%
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Lyons
| 47%
| 53%
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Mark
| 49%
| 51%
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Moehn
| 48%
| 52%
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Nelson
| 51%
| 49%
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Ameren Corporation2018 Proxy Statement 55
CEO Other Named Executive Officers (average) Performance -principal executive officer and the other NEOs 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 2017on full-year base salary, short-term incentive and long-term incentive compensation opportunities asaward opportunities. These graphs exclude the value of retention or other one-time awards.
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Name | | | Short-Term Incentive Targets* | | | Long-Term Incentive Targets* | | ||||||
Baxter | | | | | 100% | | | | | | 300% | | |
Lyons | | | | | 110% | | | | | | 375% | | |
Moehn | | | | | 80% | | | | | | 300% | | |
Birk | | | | | 75% | | | | | | 180% | | |
Nwamu | | | | | 70% | | | | | | 165% | | |
Name
| Short-Term Incentive Opportunity
| Long-Term Incentive Opportunity
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Baxter
| 100%
| 360%
| ||
Lyons
| 75%
| 195%
| ||
Mark
| 65%
| 170%
| ||
Moehn
| 65%
| 180%
| ||
Nelson
| 65%
| 160%
|
We choose to pay base salary as a standard compensation program element.
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.
2017
Our short-term incentive compensation program is entitled the Ameren ExecutiveShort-Term Incentive Plan (“EIP”STIP”). The EIP for 20172022 was designed to reward the achievement of Ameren’s EPS performance goals, as well as the achievement of goals relating to safety performance, customeroperational results, customer-focused measures, relating to reliability and affordability, andDE&I results, with modifications based on individual performance. We choose to pay itThe STIP is designed to incentivize higher annual corporate and individual performance.
| 60 | | | Ameren Corporation | |
For 2017, the EIP (the “2017 EIP”)
56 Ameren Corporation2018 Proxy Statement
Set Initial Targets Measure YE Results Calculate Formulaic Award Adjust for Individual
|
2022 STIP Performance Metrics2017 EPS,Co-Worker toCo-Worker Safety Interactions and Customer MeasuresEPS,Co-Worker toCo-Worker Safety Interactions and Customer MeasuresAmeren 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.metrics. Payouts for Ameren EPS, c2c, SAIFI, EA and CPIeach measure for performance falling between the established levels were interpolated on a straight-line basis. Following is a description of each metric, as well as key factors that the Committee considers in establishing the related goals:threeSTIP includes a principal focus on financial results as measured by Ameren’s EPS. The Committee believes EPS is a key indicator of financial strength and performance and is recognized as such by the investment community. The target EPS performance goal levels are described below:under the STIP is established based on the financial budget approved by the Board of Directors and is aligned with Ameren’s annual earnings guidance.
| 2023 Proxy Statement | | | 61 | ||
|
|
| ||||
|
| |||||
|
| |||||
|
| |||||
|
| |||||
|
|
In 2017, Ameren addedco-worker toco-workerMeasures
Ameren Corporation2018 Proxy Statement 57
|
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 consistent2022 safety c2c participation rate target was aligned with the Institute of Electrical and Electronics Engineers (“IEEE”) standards. A lower SAIFI result indicates better performance.
EAprior year results.
total c2c interaction count).
The 2022 CPI target was established based on the average CPI score achieved during the last three refueling outage years.
| 62 | | | Ameren Corporation | |
The individual performance modifier for the CEO is recommended by the Executive Chairman and is determined by the Committee in its sole discretion. The individual performance modifier for the Executive Chairman is determined by the Committee in its sole discretion without involvement of the Executive Chairman or the CEO.
2017 Performance
| 2023 Proxy Statement | | | 63 | |
58 Ameren Corporation2018 Proxy Statement
|
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:
| |||||||||||||||||||||
EPS
|
| 80
| %
| $
| 2.53
|
| $
| 2.73
|
| $
| 2.93
|
| $
| 2.83
|
|
| 150.00
| %
|
| 120.00
| %
| |||||||
Co-Worker Safety Interactions
|
| 10
| %
|
| 16,000
|
|
| 20,000
|
|
| 24,000
|
|
| 32,784
|
|
| 180.00
| %
|
| 18.00
| %
| |||||||
SAIFI
|
| 3 1⁄3
| %
|
| 1.02
|
|
| 0.91
|
|
| 0.80
|
|
| 0.79
|
|
| 200.00
| %
|
| 6.67
| %
| |||||||
EA
|
| 3 1⁄3
| %
|
| 80.8
| %
|
| 85.0
| %
|
| 89.2
| %
|
| 85.6
| %
|
| 114.29
| %
|
| 3.81
| %
| |||||||
CPI
|
| 3 1⁄3
| %
|
| 90
|
|
| 94
|
|
| 98
|
|
| 96.6
|
|
| 165.00
| %
|
| 5.50
| %
| |||||||
Total
|
| 100
| %
|
| 153.98
| %
|
Earned through Individual Performance Modifier
10 percent.
| 64 | | | Ameren Corporation | |
Name | | ||||||
| Final Payout as
| | |||||
Baxter | | | | 154.8% | | | |
Lyons | | | | 154.8% | | | |
| | | | 154.8% | | | |
| | | | 154.8% | | | |
| | | | 147.7% | | |
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.
Ameren Corporation2018 Proxy Statement 59
In General
A performance share unit (“PSU” or “share unit”LTIP”) is intended to reward NEOs for their contributions to Ameren’s long-term success by providing the rightopportunity to receive a shareearn shares of Common Stock if certain long-term performance criteria are achieved and certain service requirements are met.
Ameren common stock.
LTIP
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.
20172017,2022, a target number of PSUs and RSUs (determined primarily based on the Market Data mentioned above) was granted to each NEO pursuant to the 2022 Plan or the 2014 Plan, as applicable, as reflected in columncolumns (g) and (i) of the Grants of Plan-Based Awards Table. The threshold and maximum amounts of payout for the 20172022 PSU awards are reflected in60 Ameren Corporation2018 Proxy Statement
|
columns (f) and (h) of the Grants of Plan-Based Awards Table (not including any potential dividends).
| 2023 Proxy Statement | | | 65 | |
Effective with
PSUP Peer Group
The analysis to determine the 2017 PSUP Peer GroupSummary Compensation Table, was madegranted effective as of December 2016 using the criteria below.
Ameren Corporation2018 Proxy Statement 61
|
The 19 companies includedprovide for pro rata vesting 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.
| ||||
PSUPconnection with Ms. Nwamu’s retirement.
(Relative TSR)
| 66 | | | 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 | | |||
| 70th percentile | | 150% | | |||||||
| 50th percentile | | 100% | | |||||||
25th percentile | | 50% | | ||||||||
| Below 25th percentile | | | 0% | |
Performance Level (Total MWs) | | | Payout (% of PSUs Granted) | | ||
Maximum | | | 200% | | ||
Target | | | 100% | | ||
Threshold | | | 50% | | ||
Below | | |||||
| 0% | |
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.
62 Ameren Corporation2018 Proxy Statement
|
20152020 PSU Awards Vesting
(Relative TSR)
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 |
(1) Valuations are based on $76.80 per share, the closing price of Ameren common stock on the NYSE as of |
2016 and 2017 PSU Awards
The PSUP performance periods for the 2016 and 2017 grants will not end until December 31, 2018 and December 31, 2019, respectively. the last trading day preceding the grant date.
2018 Long-Term Incentive Program
Consistent with good governance practices, the Committee conducted an extensive review of the Long-Term Incentive Plan during 2017. As a result, beginning with long-term incentive awards granted January 1, 2018, each NEO’s target award consists of a mix of PSUs and time-based restricted stock units (“RSUs”). Participants will receive 70% of the value of their award in the form of PSUs and 30% of the value of their award in the form of RSUs. PSUs and RSUs granted in 2018 will only vest if a participant remains employed with Ameren through the payment date for the awards, except that awards will vest on a pro rata basis in the event of a participant’s earlier retirement or death. The payment date will occur in 2021 and must be no later than March 15, 2021. PSUs will vest between 0% and 200% of target stock units depending fully on Ameren’s TSR relative to its peer grouplast trading day during the performance period. The updated plan design is aligned with market practiceearned value percentage represents a TSR PSU payout of 200 percent, dividend accumulation of approximately 8.1 percent and creates more clarity for participants.
Additionally, at its February 2018 meeting, the Committee approvedstock price appreciation of approximately 16 percent from the grant date to the December 30, 2022 valuation.
| 2023 Proxy Statement | | | 67 | |
Name | | | Grant Date | | | Target 2020 PSU (Clean Energy) Awards (#) | | | Target Value at Stock Price on Date of Grant(1) ($) | | | 2020 PSU (Clean Energy) Awards Earned(2) (#) | | | Value at Year-End Stock Price(3) ($) | | | Earned Value as Percent of Original Target Value(3) (%) | | ||||||||||||||||||
Baxter | | | | | 1/1/20 | | | | | | 6,915 | | | | | | 531,072 | | | | | | 7,103 | | | | | | 631,599 | | | | | | 119 | | |
Lyons | | | | | 1/1/20 | | | | | | 2,952 | | | | | | 226,714 | | | | | | 3,032 | | | | | | 269,605 | | | | | | 119 | | |
Moehn | | | | | 1/1/20 | | | | | | 2,793 | | | | | | 214,502 | | | | | | 2,869 | | | | | | 255,111 | | | | | | 119 | | ��� |
Birk | | | | | 1/1/20 | | | | | | 639 | | | | | | 49,075 | | | | | | 656 | | | | | | 58,332 | | | | | | 119 | | |
Nwamu | | | | | 1/1/20 | | | | | | 1,047 | | | | | | 80,410 | | | | | | 1,075 | | | | | | 95,589 | | | | | | 119 | | |
Ameren Corporation2018 Proxy Statement 63
Other than with respect to executive relocation expenses, we do not provide any tax “gross-up” payments with respect to any perquisites.
| 68 | | | Ameren Corporation | |
All regular full-time employees (including Officers
| 2023 Proxy Statement | | | 69 | |
| 70 | | | Ameren Corporation | |
| 2023 Proxy Statement | | | 71 | |
64 Ameren Corporation2018 Proxy Statement
| 72 | | | Ameren Corporation | |
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.
Ameren Corporation2018 Proxy Statement 65
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 continueNYSE to establish base salaries at its Decemberlisting standards that require listed issuers, such as the Company to adopt and comply with written clawback policies meeting each yearcertain conditions. We intend to adopt a clawback policy to comply with such base salaries to be effective in the following January.
66 Ameren Corporation2018 Proxy Statement
| 2023 Proxy Statement | | | 73 | ||||
|
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
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, 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.
Ameren Corporation2018 Proxy Statement 67
|
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, 20162022, 2021 and 2015.2020. 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
| |||||||||||||||||
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 |
2022 SUMMARY COMPENSATION TABLE
(1) Includes compensation received as an officer of |
68 Ameren Corporation2018 Proxy Statement
| 74 | | | Ameren Corporation | ||||
|
Name
| Year
| Pension Plan
| Deferred Compensation ($)
| |||||||
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 |
Ameren Corporation2018 Proxy Statement 69
Name | | | Year | | | Pension Plan Increase ($) | | | Deferred Compensation Plan Above-Market Interest ($) | | |||||||||
Baxter | | | | | 2022 | | | | | | (997,492) | | | | | | 31,186 | | |
| | | 2021 | | | | | | 514,419 | | | | | | 38,723 | | | ||
| | | 2020 | | | | | | 1,330,006 | | | | | | 44,395 | | | ||
Lyons | | | | | 2022 | | | | | | (810,311) | | | | | | — | | |
| | | 2021 | | | | | | 231,240 | | | | | | — | | | ||
| | | 2020 | | | | | | 774,416 | | | | | | — | | | ||
Moehn | | | | | 2022 | | | | | | (751,962) | | | | | | 7,980 | | |
| | | 2021 | | | | | | 193,311 | | | | | | 9,909 | | | ||
| | | 2020 | | | | | | 657,163 | | | | | | 11,360 | | | ||
Birk | | | | | 2022 | | | | | | (451,985) | | | | | | 10,781 | | |
Nwamu | | | | | 2022 | | | | | | (119,091) | | | | | | — | | |
| 2023 Proxy Statement | | | 75 | ||||
| |
GRANTS2022 STIP.
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 ($) (e) | Threshold (#) (f) | Target (g) | Maximum (h) | ||||||||||||||||||||||||||||||||||||||||
Baxter | 537,500 | 1,075,000 | 2,150,000 | – | – | – | – | – | – | – | ||||||||||||||||||||||||||||||||||||||
1/1/17 | 12/8/16 | 22,692 | 75,639 | 151,278 | – | – | – | 4,474,803 | ||||||||||||||||||||||||||||||||||||||||
Lyons | 248,250 | 496,500 | 993,000 | – | – | – | – | – | – | – | ||||||||||||||||||||||||||||||||||||||
1/1/17 | 12/8/16 | 7,569 | 25,230 | 50,460 | – | – | – | 1,492,607 | ||||||||||||||||||||||||||||||||||||||||
Mark | 164,775 | 329,550 | 659,100 | – | – | – | – | – | – | – | ||||||||||||||||||||||||||||||||||||||
1/1/17 | 12/8/16 | 5,054 | 16,846 | 33,692 | – | – | – | 996,609 | ||||||||||||||||||||||||||||||||||||||||
Moehn | 172,250 | 344,500 | 689,000 | – | – | – | – | – | – | – | ||||||||||||||||||||||||||||||||||||||
1/1/17 | 12/8/16 | 5,594 | 18,646 | 37,292 | – | – | – | 1,103,097 | ||||||||||||||||||||||||||||||||||||||||
Nelson | 159,575 | 319,150 | 638,300 | – | – | – | – | – | – | – | ||||||||||||||||||||||||||||||||||||||
1/1/17 | 12/8/16 | 4,606 | 15,354 | 30,708 | – | – | – | 908,343 |
NARRATIVE DISCLOSURETO SUMMARY COMPENSATION TABLEAND GRANTSOF PLAN-BASED AWARDS TABLE
PLAN-BASED AWARDS TABLE
| | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) (i) | | | Grant Date Fair Value of Stock and Option Awards(5) ($) (j) | | ||||||||||||||||||||||||||||||||||||
Name (a) | | | Grant Date(1) (b) | | | Committee Approval Date(1) | | | Threshold ($) (c) | | | Target ($) (d) | | | Maximum ($) (e) | | | Threshold (#) (f) | | | Target (#) (g) | | | Maximum (#) (h) | | ||||||||||||||||||||||||||||||||||||
Baxter | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | 2,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/10/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,983 | | | | | | 23,966 | | | | | | 47,932 | | | | | | 10,270 | | | | | | 3,106,371 | | | ||
Lyons | | | | | — | | | | | | — | | | | | | 605,000 | | | | | | 1,210,000 | | | | | | 2,420,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/10/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,476 | | | | | | 32,951 | | | | | | 65,902 | | | | | | 14,123 | | | | | | 4,271,210 | | | ||
Moehn | | | | | — | | | | | | — | | | | | | 314,000 | | | | | | 628,000 | | | | | | 1,256,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/10/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,407 | | | | | | 18,813 | | | | | | 37,626 | | | | | | 8,062 | | | | | | 2,438,476 | | | ||
Birk | | | | | — | | | | | | — | | | | | | 215,625 | | | | | | 431,250 | | | | | | 862,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/10/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,134 | | | | | | 8,268 | | | | | | 16,536 | | | | | | 3,543 | | | | | | 1,071,661 | | | ||
Nwamu | | | | | — | | | | | | — | | | | | | 210,000 | | | | | | 420,000 | | | | | | 840,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/10/22 | | | | | | 2/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,955 | | | | | | 7,909 | | | | | | 15,818 | | | | | | 3,389 | | | | | | 1,025,113 | | | ||
| | | 5/12/22 | | | | | | 5/12/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,423 | | | | | | 600,037 | | |
| 76 | | | Ameren Corporation | |
70 Ameren Corporation2018 Proxy Statement
|
The following table provides information regarding the outstanding equity awards held by each of the NEOs as of December 31, 2017.
OUTSTANDING EQUITY AWARDS2022.
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 |
| | | 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 | | | | | 150,898 | | | | | | 13,417,850 | | | | | | 140,648 | | | | | | 12,506,420 | | |
Lyons | | | | | 94,830 | | | | | | 8,432,284 | | | | | | 107,478 | | | | | | 9,556,944 | | |
Moehn | | | | | 84,278 | | | | | | 7,494,000 | | | | | | 76,344 | | | | | | 6,788,508 | | |
Birk | | | | | 16,652 | | | | | | 1,480,696 | | | | | | 25,601 | | | | | | 2,276,441 | | |
Nwamu | | | | | 31,658 | | | | | | 2,815,029 | | | | | | 31,713 | | | | | | 2,819,920 | | |
| | 77 | |
OPTION EXERCISESAND STOCK VESTED TABLE
Option Awards(1) | Stock Awards(2) | |||||||||
Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting | ||||||
Baxter | – | – | 0 | 0 | ||||||
Lyons | – | – | 0 | 0 | ||||||
Mark | – | – | 0 | 0 | ||||||
Moehn | – | – | 0 | 0 | ||||||
Nelson | – | – | 0 | 0 |
STOCK VESTED TABLE
(1) For each NEO , the amount shown represents 2019 PSU and RSU award grants vested as of February 28, 2022. During the three-year period for the 2019 PSU and RSU awards ending December 31, 2021, such NEOs were credited with dividend equivalents on 2019 PSU and RSU award grants, which represented the right to receive shares of |
Ameren Corporation2018 Proxy Statement 71
PENSION BENEFITS TABLE
Name (a) | Plan Name (b) | Number of (c) | Present Value of (d) | Payments During Last Fiscal (e) | ||||
Baxter | 1) Retirement Plan | 22 | 653,704 | – | ||||
2) SRP | 22 | 2,340,826 | – | |||||
Lyons | 1) Retirement Plan | 16 | 578,569 | – | ||||
2) SRP | 16 | 1,128,330 | – | |||||
Mark | 1) Retirement Plan | 15 | 606,793 | – | ||||
2) SRP | 15 | 752,558 | – | |||||
Moehn | 1) Retirement Plan | 17 | 575,072 | – | ||||
2) SRP | 17 | 636,432 | – | |||||
Nelson | 1) Retirement Plan | 22 | 905,026 | – | ||||
2) SRP | 22 | 906,585 | – |
Name (a) | | | Plan Name (b) | | | Number of Years Credited Service(1) (#) (c) | | | Present Value of Accumulated Benefit(2)(3) ($) (d) | | | Payments During Last Fiscal Year(4) ($) (e) | | |||||||||
Baxter | | | 1) Retirement Plan | | | | | 27 | | | | | $ | 866,638 | | | | | | — | | |
| 2) SRP | | | | | 27 | | | | | $ | 4,504,697 | | | | | | — | | | ||
Lyons | | | 1) Retirement Plan | | | | | 21 | | | | | $ | 733,795 | | | | | | — | | |
| 2) SRP | | | | | 21 | | | | | $ | 1,975,437 | | | | | | — | | | ||
Moehn | | | 1) Retirement Plan | | | | | 22 | | | | | $ | 683,814 | | | | | | — | | |
| 2) SRP | | | | | 22 | | | | | $ | 1,223,787 | | | | | | — | | | ||
Birk | | | 1) Retirement Plan | | | | | 37 | | | | | $ | 954,932 | | | | | | — | | |
| 2) SRP | | | | | 37 | | | | | $ | 753,229 | | | | | | — | | | ||
Nwamu | | | 1) Retirement Plan | | | | | 6 | | | | | $ | 184,129 | | | | | | — | | |
| 2) SRP | | | | | 6 | | | | | $ | 323,553 | | | | | | — | | |
| | Ameren Corporation | |
Executive Compensation Matters (3) The following table provides the Cash Balance Account Lump Sum Value for accumulated benefits relating to the NEOs under the cash balance account under the Retirement Plan and the SRP as of December 31, 2022 as an alternative to the presentation of the actuarial present value of the accumulated benefits relating to the NEOs under the Retirement Plan and the SRP as of December 31, 2022.
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
* An additional regular credit of three percent is received for pensionable earnings above the Social Security wage base. These accounts also receive interest credits based on the average yield forone-year U.S. Treasury constant maturity for the previous October, plus one percent. The minimum interest credit is five percent. Effective January 1, 2001, an enhancement account was added that provides a $500 additional credit at the end of each year. The normal retirement age under the Cash Balance Account structure and the SRP is 65. Neither the Cash Balance Account structure nor the SRP contains provisions for crediting extra years of service or for early retirement. When a participant terminates employment (including as a result of retirement), the amount credited to the 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
Executive Compensation Matters 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.
The following table discloses contributions, earnings and balances under the nonqualified deferred compensation plan for each NEO.
NONQUALIFIED DEFERRED COMPENSATION TABLE
(1) A portion of these amounts is also included in amounts reported for 2022 as “Salary” in column (c) of the Summary Compensation Table. These amounts also include a portion of amounts reported as “Non-Equity Incentive Plan Compensation” in our 2022 proxy statement representing compensation paid in 2022 for performance during 2021. (2) All of the Company matching contributions reported for each NEO are included in the amounts reported in column (i) of the Summary Compensation Table. (3) The dollar amount of aggregate interest earnings accrued during 2022. The above-market interest component of these amounts earned on deferrals made prior to January 1, 2010 with respect to plan years beginning on or prior to January 1, 2010 and for deferrals made prior to January 1, 2010 with respect to plan years beginning on or after January 1, 2011 is included in amounts reported in column (h) of the Summary Compensation Table. See footnote (6) to the Summary Compensation Table for the amounts of above-market interest. There are no above-market or preferential earnings on compensation deferred with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010. (4) The dollar amount of the total balance of each NEO’s account as of December 31, 2022 consists of the following elements:
(1) Represents amounts previously reported as compensation to the NEO in the Summary Compensation Table of Ameren or its subsidiaries in previous years. Executive Deferred Compensation Plan Participation Pursuant to an optional deferred compensation plan available to members of the Company’s management, NEOs may annually choose to defer up to 50 percent (in one percent increments) of their salary and up to 100 percent (in one percent increments or amounts in
Executive Compensation Matters excess of a threshold) of cash incentive awards. There are no minimum dollar thresholds for deferrals. At the request of a participant, the Company may, in its discretion, waive the 50 percent limitation. The Ameren Deferred Compensation Plan, as amended and restated, effective January 1, 2010 (the “Ameren Deferred Compensation Plan”), changed the interest crediting rates for deferrals made with respect to plan years commencing on and after January 1, 2010 and added a 401(k) restoration benefit for eligible officers of Ameren 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 period for the applicable interest rates to amounts deferred under such plan prior to January 1,
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:
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 “— Potential Payments upon Termination or Change of Control The 401(k) Restoration Benefit allows eligible
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
Executive Compensation Matters
After the participant retires, the deferred amounts (and interest attributable thereto), other than the 401(k) Restoration Benefit, accrue interest as follows:
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
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.
Potential Payments upon Termination or Change of Control This section describes and estimates payments that could be made to the NEOs serving as of December 31, 2022, under different termination and change-in-control events. The
The tables below reflect the payments and
Executive Compensation Matters 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. In addition, the amounts shown do not include benefits paid by insurance providers under life and disability policies or payments and benefits provided on a non-discriminatory basis to employees upon a termination of employment. The actual amounts to be paid 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 include, among others, the timing of the event, compensation level, the market price of common stock and the NEO’s age. BAXTER
LYONS
MOEHN
Executive Compensation Matters BIRK
NWAMU
(1) Mr. Moehn and Ms. Nwamu are not retirement-eligible. (2) The estimated number of PSUs and RSUs that would be payable upon retirement at December 31, 2022 for Messrs. Baxter, Lyons, and Birk is calculated according to the schedule following “— Termination Other Than for Change of Control” below. Where performance was estimated for PSUs, it was estimated at 100 percent payout for the 2021 PSU awards based on TSR, 127.5 percent payout for the 2022 PSU awards based on TSR, 66.7 percent payout for the 2021 PSU awards based on the Clean Energy Transition metric and 100.3 percent payout for the 2022 PSU awards based on the Clean Energy Transition metric. (3) Indicates amounts payable to NEOs pursuant to the Officer Severance Plan. The PSU vesting and RSU vesting amounts represent amounts payable because the participant is retirement eligible, not due to a benefit under the (4) Indicates Change of Control amounts payable to NEOs pursuant to the Change of Control Plan, assuming that the Company ceases to exist or is no longer publicly traded on the NYSE or NASDAQ after the Change of Control. The Pension Credit payable in connection with a Change of Control is based on the NEO’s base salary and target bonus level as in effect immediately prior to the termination date. (5) Amounts reflected for PSU vesting, RSU vesting and excise tax gross-up payments are estimated using a stock price of $88.92 per share, the closing price of Ameren common stock on the NYSE as of December 30, 2022. Ms. Nwamu is not eligible for (6) Health and welfare benefits figures reflect the estimated lump-sum value of all future amounts which will be paid on behalf of or attributed to the Severance The NEOs are covered under the Ameren Corporation Severance Plan for Ameren Officers, as described above under
Executive Compensation Matters Change of Control Change of Control Severance Plan.
control provisions. 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 (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;
(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 (iii) three years’ worth of each of base salary and target (iv) three years’ worth of additional pension credit; and
Executive Compensation Matters (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.
• Retirement Plan Benefit Assumptions. Amount equal to the difference between (a) the account balance under the Retirement Plan and SRP which the participant would receive if his or her employment continued during the three-year period upon which severance is received (assuming the participant’s compensation during such period would have been equal to his or her compensation as in effect immediately prior to termination) and (b) the actual account balance (paid or payable) under such plans as of the date of termination. • Health and Welfare Benefit Payment Assumptions. Continued coverage for the NEO’s family with medical, dental, life insurance and executive life insurance benefits as if employment had not been terminated during the three-year period upon which severance is received. The calculation and the corresponding amounts set forth in the Potential Payments on Termination or a Change of Control tables, above, assume full cost of benefits over the three-year period. In addition, the NEO’s family receives additional retiree medical benefits (if applicable) as if employment had not been terminated during the three-year period upon which severance is received. Retiree medical benefits are payable only in their normal form as monthly premium payments until the NEO reaches the age of 65, at which time the NEO, or applicable beneficiary, receives an annual stipend to apply towards eligible healthcare premiums and costs. The actuarial present value of the additional retiree medical benefits is included, calculated based on retirement at the end of the three-year severance period, a graded discount rate assumption of 5.47 percent for payment duration of three years or less, 5.14 percent for payment duration of over three but not more than nine years and 5.22 percent for payment duration over nine years, and post-retirement mortality (but not pre-retirement mortality) according to the PRI-2012 Non Disabled Annuitant (generational) table. 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.
Change of Control Provisions Relating to Below is a summary of protections provided upon a Change of Control with respect to the
Executive Compensation Matters 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 2022 Plan, the 2014 Plan, or the applicable award agreement.
Executive Compensation Matters 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
* The
Pay Ratio We are providing the following information to comply with Item 402(u) of RegulationS-K: For
In accordance with the same methodology used to determine the median employee in prior years, we identified our median employee as of October 1, 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.
Executive Compensation Matters Pay vs. Performance To comply with Item 402(v) of Regulation S-K, we are providing the following information. The Pay vs. Performance (“PVP”) table below provides the “compensation actually paid” (“CAP”) to the Company’s CEO and the average CAP for non-CEO NEOs. CAP represents a new calculation of compensation that differs from the total compensation reported in the Summary Compensation Table (“SCT”). You should refer to the “Compensation Discussion and Analysis” section above for discussion regarding how the Company’s compensation program is designed to align with the Company’s performance and long-term shareholder interests.
(1) Mr. Lyons served as the Company’s President and Chief Executive Officer during 2022. Mr. Baxter served as the Company’s Chairman, President and Chief Executive Officer in 2020 and 2021. (2) The NEOs for the applicable periods are: Mr. Lyons (2020-2021), Mr. Moehn (2020-2022), Mr. Baxter (2022), Ms. Nwamu (2022), Mr. Birk (2022), Mr. Mark (2020-2021), and Mr. Diya (2020-2021). (3) To calculate CAP for the CEO, as reported in column (c), the following amounts were deducted from and added to the CEO’s total compensation, as reported in the SCT :
Executive Compensation Matters (4) To calculate Average CAP for the other NEOs, as reported in column (e), the following amounts were deducted from and added to the NEOs’ total compensation, as reported in the SCT:
(5) Represents the Cumulative TSR for the S&P 500 Utilities Index. (6) Value reported is net income attributable to Ameren common shareholders. (7) Value reported is the Company’s GAAP diluted EPS for the respective year, as reported in the Company’s Annual Report on Form 10-K for the applicable period. (8) The below table provides the valuation assumptions used in determining the fair value of equity awards (on the respective valuation dates) that are materially different from those originally disclosed as of the grant date of such equity awards.
(9) No adjustments were required with respect to the dollar value of dividends or other earnings paid on stock or option awards, because the value of dividend equivalents accrued on such awards are included in the calculation of the fair value of such awards as of each applicable valuation date. Additional Company-Selected Performance Measures The following table represents the unranked list of the most important performance measures the Company used to align compensation actually paid to the CEO and NEOs for 2022 to Company performance. While these performance measures are the most important measures, additional financial and other measures were also considered to align the CEO and NEOs’ pay and performance as further described in the “Compensation Discussion and Analysis” section above.
Executive Compensation Matters Relationship Between Compensation Actually Paid and Performance Measures in the PVP Table The most important annual financial measure that the Company uses to link pay to performance is the Company’s annual EPS, which is not only the most heavily weighted metric in the STIP, but also correlates to the Company’s TSR, which is the most heavily weighted performance metric in the Company’s LTIP. As shown in the chart below, the Company’s EPS increased by 9.7% between 2020 and 2021, while the CEO and Average NEO CAP decreased by 10% and 14.9%, respectively, for the same period. In 2022, while the Average NEO CAP increased by 5.3% and the CEO CAP decreased by 37.9%, driven primarily by the appointment of a new CEO effective January 1, 2022, the Company’s EPS increased by 7.8%. During the same three-year period (2020 – 2022), the Company’s Cumulative TSR was 25.2% and the Company’s net income increased by 23.3%. In addition, Ameren has consistently outperformed the S&P 500 Utilities Index for the reported periods. The value of an initial fixed $100 investment based on the Company’s cumulative TSR was 3.8, 3.8 and 5.1 percentage points above the S&P 500 Utilities Index TSR in 2020, 2021, and 2022, respectively.
Executive Compensation Matters ITEM 3 Advisory Approval of the Frequency of Executive Compensation Shareholder Advisory Vote In accordance with Rule 14a-21(b) of the Exchange Act, the Company is providing shareholders, through the following resolution, with the right to cast an advisory vote to inform the Company as to how often shareholders wish to include a proposal, similar to Item 2: Advisory Approval of Executive Compensation, for the approval of the compensation program for named executive officers listed in the Summary Compensation Table of the Company’s proxy statement: “RESOLVED, that the shareholders wish the Company to include an advisory vote on the compensation of the Company’s named executive officers pursuant to Rule 14a-21(b) of the Exchange Act every: • One Year; • Two Years; • Three Years; or • Abstain.” The Board of Directors unanimously recommends that shareholders vote to hold an advisory vote on the Company’s named executive officers every year. An advisory vote on the compensation of the Company’s named executive officers each year is the expressed preference of many of the Company’s investors. An annual vote will provide for a high level of Company accountability and the most useful method of shareholder communication, by enabling votes to correspond to the information presented in the accompanying proxy statement. A vote on the Company’s named executive officer compensation every two or three years could make it difficult for the Company to ascertain what the shareholder votes are intended to communicate because the Company may have taken numerous compensation-related actions between shareholder votes. As an advisory vote, this proposal is not binding on the Company. However, the Board of Directors values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of this vote when considering the frequency of the executive compensation shareholder advisory votes. It is currently expected that shareholders will be given an opportunity to cast an advisory vote on this topic every six years, with the next opportunity occurring in connection with the Company’s annual meeting in 2029.
Audit Matters ITEM 4 Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023 • The Audit and Risk Committee of the Board has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. • Consistent with good governance practices, the Company is asking shareholders to ratify the appointment of PwC.
The members of the Audit and Risk Committee and the Board believe that the continued retention of PwC to serve as the Company’s independent external auditor is in the best interests of the Company and its shareholders. 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. Selection of Independent Registered Public Accounting Firm The Audit and Risk Committee is directly responsible for the appointment, selection of the lead engagement partner, pre-approval of compensation, retention and oversight of the work of the independent accountants engaged by the Company for the purpose of preparing or issuing an audit report or performing other permissible audit, review or attest services for the Company. In accordance with its charter, the Audit and Risk Committee has appointed PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and the Board has ratified this appointment. On at least an annual basis, the Audit and Risk Committee evaluates PwC’s qualifications, performance and independence and presents its conclusions with respect to PwC’s independence to the full Board. As part of its evaluation, the Audit and Risk Committee considers a variety of factors, including: • PwC’s independence, objectivity and professional skepticism; • The length of PwC’s tenure; • The overall depth and expertise of the PwC team handling the audit; • The quality of PwC’s performance and audit plans; • PwC’s capabilities and expertise regarding the Company and our industry; • The nature of PwC’s communications with the Audit and Risk Committee, the Board and management; • PwC’s reputation for integrity and competence in the fields of accounting and auditing; • Litigation and regulatory proceedings in which PwC may be involved; • The appropriateness of PwC’s fees; and
Audit Matters • Public Company Accounting Oversight Board inspection reports on PwC. PwC has served continuously as the independent registered public accounting firm for the Company and its subsidiaries since at least 1932. The Audit and Risk Committee believes there are important benefits to having a long-tenured independent accounting firm, including: • PwC’s deep understanding of Ameren’s business, industry and accounting policies and practices; • PwC’s familiarity with the Company and industry expertise, which promotes efficiencies; and • Avoidance of significant costs and disruptions (including Board and management time and distractions) that would be associated with evaluating and retaining a new independent auditor. In addition, PwC is subject to robust independence controls that further mitigate the risks that may be associated with long auditor tenure. These include: • A strong regulatory framework for auditor independence, including limitations on non-audit services; • Oversight of PwC by the Audit and Risk Committee that includes regular communication on and evaluation of the quality of the audit and auditor independence; • PwC’s internal independence controls and compliance program; • Conducting regular private meetings with each of PwC and Ameren management at the end of each regularly scheduled Audit and Risk Committee meeting; and • Mandatory audit partner rotation every five years, a process which is directed and ultimately approved by the Audit and Risk Committee; the current audit partner’s term commenced with the fiscal year 2021 audit. Representatives of PwC are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions. Fees For Fiscal Years 2022 and 2021 Audit Fees The aggregate fees for professional services rendered by PwC for (i) the audits of the consolidated annual financial statements of Ameren and its registered subsidiaries included in the combined 2022 Form 10-K of Ameren and its registered subsidiaries and the annual financial statements of certain non-registered subsidiaries; (ii) the audit of Ameren’s internal control over financial reporting; (iii) the reviews of the quarterly financial statements included in the combined Forms 10-Q of Ameren and its subsidiaries for the 2022 fiscal year; (iv) certain regulatory audit procedures; (v) services provided in connection with debt and equity offerings; (vi) certain accounting and reporting consultations; and (vii) post-implementation information technology system reviews were $4,413,000. Fees billed by PwC for audit services rendered to Ameren and its subsidiaries during the 2021 fiscal year totaled $4,157,000. Audit-Related Fees The aggregate fees for audit-related services rendered by PwC to Ameren and its subsidiaries during the 2022 fiscal year totaled $635,000. Such services consisted of (i) pre-implementation information technology systems reviews and (ii) attestations in connection with long-term debt financings under Ameren’s Sustainability Financing Framework. Fees billed by PwC for audit-related services rendered to Ameren and its subsidiaries during the 2021 fiscal year totaled $225,000. Tax Fees PwC did not render any tax-related services to Ameren and its subsidiaries during the 2022 or 2021 fiscal years.
Audit Matters All Other Fees The aggregate fees for all other services rendered by PwC to Ameren and its subsidiaries during the 2022 fiscal year totaled $208,650. Such services consisted of (i) program delivery risk assessments related to information technology systems upgrades; (ii) a human resources benchmarking resource subscription; and (iii) accounting, reporting reference, and disclosure software. Fees billed by PwC for all other services rendered to Ameren and its subsidiaries during the 2021 fiscal year totaled $28,650. Policy Regarding the Pre-Approval of Independent Registered Public Accounting Firm Provision of Audit, Audit-Related and Non-Audit Services The Audit and Risk Committee’s charter provides that the Committee is required to pre-approve all audit, audit-related, tax and other services provided by the independent registered public accounting firm to Ameren and its subsidiaries. The Committee may not delegate this responsibility, except that pre-approvals of audit and non-audit services may be delegated to a single member of the Audit and Risk Committee, provided that such decisions are reported to the Committee at its next regularly scheduled meeting. The Audit and Risk Committee pre-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 2022 and 2021. 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
In addition, in connection with its review of Ameren’s annual audited financial statements, the Audit and Risk Committee has discussed with the independent registered public accounting firm the matters required
firm of non-audit services to Ameren is compatible with maintaining their independence. 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 the Audit and Risk Committee described
Audit Matters independent registered public accounting firm, except thatpre-approvals of audit and non-audit services may be delegated to a single member of the Committee. At each Audit and Risk Committee meeting In reliance on the reviews and discussions referred to above, the Audit and Risk Committee recommended to the Board of Directors that the audited financial statements be included in Ameren’s Audit and Risk Committee:
J. Catherine S. Brune
Ward H. Dickson Noelle K. Eder Leo S. Mackay, Jr.
Shareholder Proposals ITEM 5 Shareholder Proposal Regarding Scopes 1 & 2 Emissions Targets • Mercy Investments, 2039 North Geyer Road, St. Louis, Missouri 63131, owners of shares of common stock having a value of at least $2,000 for at least three years, has notified the Company of their intention to present the following proposal for consideration and action at the Annual Meeting. • The Company is not responsible for the accuracy or content of the proposal and supporting statement presented below which, following SEC rules, are reproduced as received from the proponents.
WHEREAS: In 2018, the Intergovernmental Panel on Climate Change (IPCC) advised that net greenhouse gas (GHG) emissions must fall 45 percent by 2030 and reach net zero by 2050 to limit warming below 1.5 degrees Celsius and prevent the worst consequences of climate change.[1] Electric power is arguably the most important sector to decarbonize over the next decade. Rapid decarbonization is needed, not only to address the sector’s own substantial GHG emissions, but also to support the transition of other sectors, such as transportation and buildings, to net zero through electrification. The International Energy Agency Net Zero By 2050 report found that emissions from the power sector must reach net zero by 2035 in advanced economies and by 2040 globally.[2] Under this scenario, electricity generation using natural gas without carbon capture must begin falling by 2030 and is 90% lower by 2040. While Ameren Corporation (“Ameren”) has set a target to reach net zero emissions for power generation by 2045 and has announced investments in renewables, it lags many of its peers in setting short and mid-term emissions targets aligned with a 1.5 degree pathway.[3] For example, peer companies WEC[4] and DTE[5] plan to retire their coal generation by 2035; Xcel is accelerating its coal retirement schedule to 2030[6]; and CMS Energy plans to retire its coal plants by 2025.[7] In contrast, Ameren currently plans to continue to run two coal units at the Labadie Energy Center beyond 2040.[8] Many of Ameren’s peers are generating more of their electricity from renewable sources.[9] In addition, regulated utility peers such as AEP,[10] Xcel Energy[11] and Dominion Energy[12] have announced medium-term plans to deploy substantial capital into renewables and grid upgrades that will decarbonize operations while simultaneously growing assets that will support future earnings growth. Following the passage of the Inflation Reduction Act in 2022 more investment in clean energy sources is likely. However, Ameren currently plans a generation mix dominated by fossil fuels well into the future. (1) https://www.ipcc.ch/srl5/chapter/spm/ (2) https://www.iea.org/reports/net-zero-by 2050 (3) https://www.transitionpathwayinitiative.Org/companies/ameren#carbon-performance (4) https://www.wccpnerRvgroup.com/home/Reneration reshaping plan.htm (5) https://www.detroitnews.com/story/business/2022/ll/03/clte speeds coal exit-adds natural gas renewable energy in 2042-plan/69613541007/ (6) https://www.businesswire.com/news/home/20221031005623/en/Xcel-EnerRV-proposes-to-exit-coal-by-2030 (7) https://www.consumersenergy.eom/-/media/CE/Documents/company/IRP-2021.ashx (8) https://www.ameren.com/missouri/companv/environment-and-sustainability/inteRrated-resource-plan (9) https://www.ceres.orR/resources/reports/benchmarkinR-air-emissions-100-larRest-electric-power-producers-united- states-2022 (10) https://www.aep.com/Assets/docs/investors/eventspresentationsandwebcasts/AnalYstDayPresentation2022.pdf (11) https://s25.o4cdn.com/680186029/files/doc presentations/2022/ll/EEI-Financial-Conference-Presentation-ll-13-2022.pdf (12) https://s2.q4cdn.com/510812146/files/doc financials/2022/q3/2022-ll-04-DE-IR-3Q-2022-earninRS-call-slides-vTC.pdf
Shareholder Proposals RESOLVED: Shareholders request Ameren issue a report within a year, and annually thereafter, at reasonable expense and excluding confidential information, that discloses Scopes 1 and 2 operational greenhouse gas targets in the short, medium and long-term aligned with the Paris Agreement’s goal of maintaining global temperature rise at 1.5 degrees Celsius, consistent with sector-modelled pathways, and plans to achieve them. Supporting Statement: In assessing targets, we recommend, at the board’s discretion: a. Pursuing alignment with sector-modelled 1.5C aligned pathways such as those outlined by the IPCC or IEA; b. Taking into consideration approaches used by groups like the Science Based Targets initiative and Transition Pathway Initiative; and c. Developing a decarbonization strategy which identifies and quantifies the set of actions Ameren intends to take to achieve its GHG reduction targets over the targeted timeframe. Board of Directors Response Your Board of Directors unanimously recommends a vote “AGAINST” the shareholder proposal requesting a reporting disclosing Scopes 1 and 2 greenhouse gas (GHG) emissions targets, for the reasons set forth below: The Board agrees with the proponent that the electric utility sector has a large role to play in meeting the Paris Agreement’s goal of limiting global warming to 1.5 degrees Celsius. For this reason, the Company has already reported its Scope 1 and 2 carbon emissions reduction targets, as well as its comprehensive plans to meet them and its actual annual carbon emissions, in multiple public reports. Notably, the Company’s carbon emissions reduction targets are consistent with the Paris Agreement’s goal, as demonstrated through the extensive, science-based emissions pathway modeling from the Electric Power Research Institute (“EPRI”). The Company continues to responsibly execute its climate transition plans, including meaningful reductions in coal-fired generation and increasing its clean energy investments, in order to support the targeted reductions while maintaining reliable and affordable service to its customers. Because of the Company’s ongoing efforts that are already responsive, the Board does not believe the proposal is in the best interest the Company or its shareholders. The Company has reported short-, medium- and long-term Scope 1 and Scope 2 operational greenhouse gas targets. As reported in multiple public reports, including the Company’s 2022 Climate Report, “Committed to Clean: Transformational Changes Toward Net-Zero” (the Climate Report)1 and the 2022 update to Ameren Missouri’s Integrated Resource Plan (the IRP),2 the Company already has a plan to reach a long-term target of net-zero carbon emissions by 2045. This goal includes both Scope 1 and 2 emissions. To meet this long-term target, the Company has disclosed that it is targeting a short-term 60% reduction in carbon emissions by 2030 and a medium-term 85% carbon emissions reduction by 2040, based on 2005 levels. In fact, the Company adopted short, medium, and long-term emissions reduction targets in 2017, when its initial targets were publicly reported in connection with the issuance of the 2017 IRP; in the years since, the Company has made these targets more stringent and has accelerated its net-zero target from 2050 to 2045. (1) https://s21.q4cdn.com/448935352/files/doc_downloads/2022/11/Ameren_Corp-_-Climate_Report_11.10.2022.pdf (2) https://www.ameren.com/missouri/company/environment-and-sustainability/integrated-resource-plan
Shareholder Proposals The Company has reported detailed plans to meet these targets. The Climate Report and the IRP, as well as other Company publications, detail the Company’s plans to responsibly achieve these targets over the next 22 years, including through significant expansions of its wind and solar generation resources, the addition of battery storage, and retirements of various fossil fuel generation units; continued implementation of customer energy efficiency programs; extension of the operating license for the Callaway nuclear energy center; and investing in innovation discovery and product commercialization that support the clean energy transition. More specifically, Ameren Missouri’s 2022 Change in Preferred Plan Report (the “CPP Report”)3 provides granular detail of what generation changes will occur each year between now and 2045 to meet the Company’s Scope 1 and 2 emissions targets, including the retirement of large amounts of coal and natural gas generation and the addition of renewables and battery storage. The Climate Report, the CPP Report, the IRP and other publicly available documents also include a graphic that provides further detail on the years in which specific generation assets will be retired or added to meet these short, medium and long-term targets. The Company engages in extensive planning to set these targets and to schedule the changes in generation assets that will allow the Company to meet the targets. The targets, and the plans to achieve them, are based on the information prepared, publicly released, and filed with the Missouri Public Service Commission as part of creating Ameren Missouri’s preferred resource plan for meeting its electric reliability and load-service obligations in conjunction with the IRP, which the Company is required by law to update once every three years. The IRP is based on months of analysis, including hundreds of hours of advanced computer modeling and involving meetings and workshops with state agency representatives and other interested parties. As set forth in the IRP and the CPP Report, Ameren Missouri’s current preferred resource plan includes a substantial level of new renewable resources over the next 22 years, including an extensive array of new solar and wind generation assets, as well as battery storage, between now and 2038. The preferred resource plan also specifies the years in which existing fossil fuel generation assets will be retired, as well as the contemplated 20-year extension of the Callaway Nuclear Energy Center’s license after it expires in 2044. In executing its plans to transition to cleaner energy generation sources, the Company also remains focused on ensuring the continued strong reliability and affordability of its services. Over the last decade, Ameren Missouri has maintained rates well below the Midwest average, while achieving top quartile reliability. The pace of the transition currently underway, where coal-fired generation resources are being carefully displaced by cleaner sources of energy, supports keeping electric service rates low and is largely informed by potential customer rate impacts. In a service area where the energy burden for many vulnerable households can account for more than 20% of their budgets, continuing to emphasize customer affordability is critical. Ameren Missouri’s preferred resource plan takes all of these factors into account and has led to a decarbonization pathway that meets the proposal’s essential criteria. The established targets are aligned with the Paris Agreement’s goal of maintaining global temperature rise at 1.5 degrees Celsius. It is generally acknowledged that the standard for achieving the Paris Agreement’s 1.5C goal is to achieve net zero carbon emissions by 2050. The Company’s carbon emissions reduction targets as described above are designed to achieve net zero Scope 1 and 2 emissions by 2045, and thus provide a clear pathway to the Paris Agreement’s 2050 net zero goal. The Company’s CPP Report shows that the Company plans for its absolute carbon emissions to decline significantly over the period from 2005 to 2045, and for its carbon intensity to decline significantly over the period from 2024-2045. This is the result of the new renewable generation and retirement of coal generation assets described above and in the Company’s public reports. The Proposal’s supporting statement recommends “pursuing alignment with sector-modelled 1.5C aligned pathways such as those outlined by the IPCC or IEA.” As described in the Climate Report, in setting its targets, the Company partnered with the Electric Power Research Institute (EPRI) to perform extensive science-based analyses based on 78 IPCC climate model scenarios. EPRI is an independent, nonprofit organization that is a recognized thought leader and provides technical expertise to help the electricity sector identify issues, technology gaps and broader needs that can be (3) https://www.ameren.com/-/media/missouri-site/files/environment/irp/2022/preferred-plan.ashx
Shareholder Proposals addressed through effective research and development programs. This analysis confirmed that the Company’s carbon reduction pathway is aligned with the IPCC models and consistent with the 1.5C Paris Agreement goal. Conclusion. The Board supports the Company’s approach towards net-zero, including the Company’s Scope 1 and 2 targets, the Company’s plans to meet these targets, and the Company’s ongoing publication of this information in various reports described above. The Board also believes that the Company’s Scope 1 and 2 targets are aligned with the Paris Agreement’s 1.5C goal and were prepared using an extensive science-based analysis of numerous climate model scenarios. As such, the Company has already substantially implemented the proposal, and the Board recommends a vote against it.
Security Ownership Security Ownership of More Than Five Percent Shareholders The following table contains information with respect to the ownership of Ameren common stock by each person known to the Company who is the beneficial owner of more than five percent of the outstanding common stock.
Security Ownership Security Ownership of Directors and Management The following table sets forth certain information known to the Company with respect to beneficial ownership of Ameren common stock and Stock Units as of March 13, 2023, for (i) each director and nominee for director of the Company, (ii) each NEO as named in the Summary Compensation Table above, and (iii) all current executive officers, directors and nominees for director as a group.
* Less than one percent. (1) 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 3,436 Stock Units held by Director Brinkley, 17,507 Stock Units held by Director Coleman, 9,821 Stock Units held by Director Dickson, 9,821 Stock Units held by Director Eder, 12,111 Stock Units held by Director Flores, 5,395 Stock Units held by Director Harshman, 9,821 Stock Units held by Director Ivey, 23,914 Stock Units held by Director Johnson, and 5,395 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 262,475,443 shares of Common Stock outstanding on March 13, 2023, 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 13, 2023. 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. The address of all persons listed above is c/o Ameren Corporation, 1901 Chouteau Avenue, St. Louis, Missouri 63103.
Security Ownership Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than ten percent of the Company’s common stock to file reports of their ownership in the equity securities of the Company and its subsidiaries and of changes in that ownership with the SEC. SEC regulations also require the Company to identify in this proxy statement any person subject to this requirement who failed to file any such report on a timely basis. To our knowledge, based solely on a review of the filed reports and written representations that no other reports are required, we believe that each of the Company’s directors and executive officers complied with all such filing requirements during 2022, with the exception of (1) a Form 4 filing for Mr. Ivey that was filed on January 7, 2022, with respect to the grant of his annual director stock award on January 3, 2022, which filing was delayed due to an administrative error, and (2) a Form 4 filing that, due to an administrative delay, was filed by Leonard P. Singh, Chairman and President of Ameran Illinois, on July 7, 2022, to report certain RSU awards granted as of July 1, 2022.
Additional Information Questions and Answers about the Annual Meeting and Voting Q. When and where will the annual meeting be held? A. The Annual Meeting will be held in a virtual-only format on Thursday, May 11, 2023, at 10 a.m. CDT, and at any adjournment thereof. You can attend the Annual Meeting live via the Internet by visiting: www.virtualshareholdermeeting.com/AEE2023. The virtual annual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) with Chrome being the preferred option. Please note that there is no in-person location for you to attend. Q. How do I participate in the Annual Meeting? A. Visit www.virtualshareholdermeeting.com/AEE2023 and enter the 16-digit control number included on your Notice Regarding the Availability of Proxy Materials or on your proxy card or any additional voting instructions that accompanied your proxy materials. Online check-in will begin at 9:45 a.m. CDT. Please allow ample time for the online check-in process. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider. Q. Who do I contact for help with technical difficulties accessing the Annual Meeting? A. If you experience any technical difficulties accessing the Annual Meeting or during the meeting, please call the toll-free number that will be available on the Annual Meeting site (at www.virtualshareholdermeeting.com/AEE2023) for assistance. Technical support will be available 15 minutes prior to the start time of the meeting. Q. How do I submit questions for the Annual Meeting? A. Before the Annual Meeting. Before the Annual Meeting, you can submit questions by visiting www.proxyvote.com and entering your 16-digit control number. Once you are past the login screen, click on “Questions for Management,” type in your question and click “Submit.” If you have any questions about www.proxyvote.com or your control number, please contact the bank, broker, or other organization that holds your shares. During the Annual Meeting. Log into the online meeting platform at www.virtualshareholdermeeting.com/AEE2023, type your question into the “Ask a Question” field and click “Submit”. Only shareholders with a valid control number will be allowed to ask questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. We reserve the right to edit inappropriate language and to exclude questions that are personal matters, do not comply with the meeting rules of conduct or are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. If there are questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints, management will post answers to a representative set of such questions on www.amereninvestors.com. The questions and answers, if any, will be available as soon as practicable after the meeting and will remain available until Ameren’s 2023 proxy statement is filed. 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, March 13, 2023, are entitled to vote at the Annual Meeting.
Additional Information Q. What will I be voting on? A. 1. Election of Directors. Fourteen directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. 2. Advisory Approval of Executive Compensation (Say-on-Pay). In accordance with Section 14A of the Exchange Act, the Company is providing shareholders with the right to cast an 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. Advisory Approval of the Frequency of the Advisory Executive Compensation Shareholder Advisory Vote. The Company is providing shareholders with the right to cast an advisory vote to inform the Company as to how often shareholders wish to include a proposal, similar to Item (2): Advisory Approval of Executive Compensation, for the approval of the compensation program for NEOs. 4. Ratification of the Appointment of PwC The Company is asking its shareholders to ratify the appointment of PwC as the Company’s independent registered public accounting firm for 5. Shareholder Proposal Requesting the Adoption of Scopes 1 & 2 Emissions Targets. The Company is asking its Q. How do I vote? A. Shareholders of Record: If at the close of business on the record date, March 13, 2023, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, you are considered the shareholder of record with respect to those shares. Shareholders of record can vote their shares or submit their proxy in several ways: • by calling the toll-free telephone number (1-800-690-6903); • by using the Internet (www.proxyvote.com); • by completing and signing a proxy card and mailing it in time to be received before the Annual Meeting; or • during the virtual Annual Meeting by visiting: www.virtualshareholdermeeting.com/AEE2023. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card or any additional voting instructions that accompanied your proxy materials. 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 10, 2023. 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
Additional Information will be voted as recommended by the Board — FOR the Board’s nominees for director (Item (1)), FOR the advisory approval of the compensation of our NEOs disclosed in this proxy statement (Item (2)); EVERY YEAR for the advisory approval of the frequency of the executive compensation shareholder advisory vote (Item (3)); FOR the ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm (Item (4)), AGAINST the shareholder proposal requesting the adoption of short-, medium- and long-term Scopes 1 and 2 carbon emissions reduction targets, if properly presented at the meeting (Item (5)), 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 least three days prior to the Annual Meeting (i.e., by May 8, 2023) in order to count. The trustee will vote all of the shares held in the plan for which voting instructions have not been received in the same proportion as shares for which the trustee received timely directions, subject to the exercise of the trustee’s fiduciary duties. 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. Beneficial Owners: If at the close of business on March 13, 2023, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in “street name.” As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and it has enclosed or provided instructions about how you can instruct them to vote those shares. However, the organization that holds your shares is considered the shareholder of record for purposes of voting at the Annual Meeting. Because you are not the shareholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid legal proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting. Q. How many votes do I have? A. Each share of common stock is entitled to one vote. The shares referred to on your proxy card or Notice of Internet Availability of Proxy Materials represent all shares registered in the name(s) shown thereon, including shares held in our dividend reinvestment and stock purchase plan (“DRPlus Plan”) and Ameren’s 401(k) savings plan. Q. What are the vote requirements for each matter? 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’s By-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) broker non-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.
Additional Information Q. Can I change my vote? 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 via the Internet during the Annual Meeting by participating in the virtual meeting. To revoke a proxy by telephone or the Internet, you must do so by 11:59 P.M. EDT on May 10, 2023 (following the directions on the proxy card or Notice of Internet Availability of Proxy Materials). Participation in the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. Q. Will my shares be voted if I do not provide instructions to my broker? 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”) 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 registered public accounting firm. Brokerage firms may not vote without instructions from you on the following matters: election of directors and the advisory vote on approval of executive compensation. Without your voting instruction on items that require them, a broker non-vote will occur. Q. Who is soliciting my vote? A. The solicitation of proxies is made by our Board of Directors for the Annual Meeting of Shareholders of the Company. We are a holding company, and our principal direct and indirect subsidiaries include Union Electric Company, doing business as Ameren Missouri; Ameren Illinois Company, doing business as Ameren Illinois; and Ameren Transmission Company of Illinois. Q. Is my vote confidential? A. The Board of Directors has adopted a confidential shareholder voting policy for proxies, ballots and voting instructions submitted by shareholders. This policy does not prohibit disclosure when it is required by applicable law. In addition, nothing in the confidential shareholder voting policy prohibits shareholders or participants in the Company’s savings investment plans from voluntarily disclosing their votes or voting instructions, as applicable, to the Company’s directors or executive officers, nor does the policy prevent the Company or any agent of the Company from ascertaining which shareholders have voted or from making efforts to encourage shareholders to vote. The policy does not limit the free and voluntary communication between the Company and its shareholders. Except with respect to materials submitted regarding shares allocated to participant accounts in the Company’s savings investment plans, all comments written on proxies, ballots or voting materials, together with the Q. How do I obtain materials for the Annual Meeting? A. As permitted by SEC rules, we are This proxy statement and the accompanying proxy card are also first being mailed to shareholders on or about March 28, 2023. In the same package with this proxy material, you should have received a copy of our 2022 Form 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.
Additional Information You may reach us: • by mail addressed to Office of the Secretary Ameren Corporation P.O. Box 66149, Mail Code 1310 St. Louis, MO 63166-6149 • by calling toll-free 1-800-255-2237 (or in the St. Louis area 314-554-3502). Q. How many shares must be present to hold the Annual Meeting? A. In order to conduct the Annual Meeting, holders of more than one-half of the outstanding shares entitled to vote must be present in person or represented by proxy so that there is a quorum. The voting securities of the Company on March 13, 2023 consisted of 262,475,443 shares of common stock. Each share of common stock is entitled to one vote. It is important that you vote promptly so that your shares are counted toward the quorum. 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 “broker non-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 matters 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 a non-discretionary matter for which voting instructions 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. Q. How do I review the list of shareholders? A. The names of shareholders of record entitled to vote at the Annual Meeting will be available during the Annual Meeting at www.virtualshareholdermeeting.com/AEE2023 and, for ten days prior to the Annual Meeting, at the Office of the Secretary of the Company. Only shareholders that have logged in to the Annual Meeting with a valid control number will be allowed to view the list of shareholders during the Annual Meeting. Q. What is the Company’s mailing policy when multiple registered shareholders share an address? 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, Mail Code 1310, St. Louis, Missouri 63166-6149 or by calling toll-free 1-800-255-2237 (or in the St. Louis area 314-554-3502). 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.
Additional Information 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 Other Matters The Board of Directors is not presently aware of any matters to be
Shareholder Proposals Any shareholder proposal submitted under Rule 14a-8 of the
Corporate Secretary, Ameren Corporation, P.O. Box 66149, Mail Code 1310, St. Louis, MO 63166-6149, or by email at corporate_secretary@ameren.com. In addition, under the Company’sBy-Laws, shareholders who intend to submit a proposal that will not be in the proxy statement but is to be considered at the Correspondence relating to the foregoing should be directed to the Office of the Secretary, Ameren Corporation, Proxy
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
Additional Information 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 reasonableout-of-pocket expenses. Form 10-K Our
Statements 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, projections, strategies, targets, estimates, objectives, events, conditions and financial performance. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. The following factors, in addition to those discussed within Risk Factors under Part I, Item 1A, of the 2022 Form 10-K and in our other filings with the SEC,
• our ability to control costs and make substantial investments in our businesses, including our ability to recover costs and investments, and to earn our allowed ROEs, within frameworks established by our regulators, while maintaining affordability of our services for our customers; • the effect of Ameren Illinois’ use of the performance-based formula ratemaking framework for its electric distribution service under the IEIMA, which established and allows for a reconciliation of electric distribution service rates through 2023, its participation in electric energy-efficiency programs, and the related impact of the direct relationship between Ameren Illinois’ ROE and the 30-year United States Treasury bond yields; • the effect and duration of Ameren Illinois’ election to utilize MYRPs for electric distribution service ratemaking effective for rates beginning in 2024, including the effect of the reconciliation cap on electric distribution revenue requirement;
TABLE OF CONTENTS Additional Information • the effect on Ameren Missouri of any customer rate caps or limitations on increasing the electric service revenue requirement pursuant to Ameren Missouri’s election to use plant-in-service accounting regulatory mechanism; • Ameren Missouri’s ability to construct and/or acquire wind, solar, and other renewable energy generation facilities and battery storage, as well as natural gas-fired combined cycle energy centers, retire fossil fuel-fired energy centers, and implement new or existing customer energy-efficiency programs, including any such construction, acquisition, retirement, or implementation in connection with its Smart Energy Plan, integrated resource plan, or emissions reduction goals, and to recover its cost of investment, a related return, and, in the case of customer energy-efficiency programs, any lost margins in a timely manner, each of which is affected by the ability to obtain all necessary regulatory and project approvals, including certificates of convenience and necessity from the MoPSC or any other required approvals for the addition of renewable resources; • Ameren Missouri’s ability to use or transfer federal production and investment tax credits related to renewable energy projects; the cost of wind, solar, and other renewable generation and storage technologies; and our ability to obtain timely interconnection agreements with the MISO or other regional transmission organizations at an acceptable cost for each facility; • the success of competitive bids related to requests for proposals associated with the MISO’s long-range transmission planning; • the inability of our counterparties to meet their obligations with respect to contracts, credit agreements, and financial instruments, including as they relate to the construction and acquisition of electric and natural gas utility infrastructure and the ability of counterparties to complete projects, which is dependent upon the availability of necessary materials and equipment, including those obligations that are affected by supply chain disruptions; • advancements in energy technologies, including carbon capture, utilization, and sequestration, hydrogen fuel for electric production and energy storage, next generation nuclear, and large-scale long-cycle battery energy storage, and the impact of federal and state energy and economic policies with respect to those technologies; • the effects of changes in federal, state, or local laws and other governmental actions, including monetary, fiscal, foreign trade, and energy policies; • the effects of changes in federal, state, or local tax laws or rates, including the effects of the Inflation Reduction Act of 2022 (“IRA”) and the 0.15 minimum tax on adjusted financial statement income, as well as additional regulations, interpretations, amendments, or technical corrections to or in connection with the IRA, and challenges to the tax positions taken by the Ameren companies, if any, as well as resulting effects on customer rates and the recoverability of the minimum tax imposed under the IRA; • the effects on energy prices and demand for our services resulting from technological advances, including advances in customer energy efficiency, electric vehicles, electrification of various industries, energy storage, and private generation sources, which generate electricity at the site of consumption and are becoming more cost-competitive; • the cost and availability of fuel, such as low-sulfur coal, natural gas, and enriched uranium used to produce electricity; the cost and availability of natural gas for distribution and purchased power, including capacity, zero emission credits, renewable energy credits, emission allowances; and the level and volatility of future market prices for such commodities and credits; • disruptions in the delivery of fuel, failure of our fuel suppliers to provide adequate quantities or quality of fuel, or lack of adequate inventories of fuel, including nuclear fuel assemblies from the one NRC-licensed supplier of Ameren Missouri’s Callaway Energy Center assemblies; • the cost and availability of transmission capacity for the energy generated by Ameren Missouri’s energy centers or required to satisfy our energy sales; • the effectiveness of our risk management strategies and our use of financial and derivative instruments; • the ability to obtain sufficient insurance, or in the absence of insurance, the ability to timely recover uninsured losses from our customers; • the impact of cyberattacks and data security risks on us or our suppliers, which could, among other things, result in the loss of operational control of energy centers and electric and natural gas transmission and distribution systems and/or the loss of data, such as customer, employee, financial, and operating system information;
Additional Information • acts of sabotage, which have increased in frequency and severity within the utility industry, war, terrorism, or other intentionally disruptive acts; • business, economic, and capital market conditions, including the impact of such conditions on interest rates, inflation, and investments; • the impact of inflation or a recession on our customers and the related impact on our results of operations, financial position, and liquidity; • disruptions of the capital markets, deterioration in credit metrics of the Ameren companies, or other events that may have an adverse effect on the cost or availability of capital, including short-term credit and liquidity, and our ability to access the capital markets on reasonable terms when needed; • the actions of credit rating agencies and the effects of such actions; • the impact of weather conditions and other natural phenomena on us and our customers, including the impact of system outages and the level of wind and solar resources; • the construction, installation, performance, and cost recovery of generation, transmission, and distribution assets; • the ability to maintain system reliability during the transition to clean energy generation by Ameren Missouri and the electric utility industry as well as Ameren Missouri’s ability to meet generation capacity obligations; • the effects of failures of electric generation, electric and natural gas transmission or distribution, or natural gas storage facilities systems and equipment, which could result in unanticipated liabilities or unplanned outages; • the operation of Ameren Missouri’s Callaway Energy Center, including planned and unplanned outages, as well as the ability to recover costs associated with such outages and the impact of such outages on off-system sales and purchased power, among other things; • Ameren Missouri’s ability to recover the remaining investment and decommissioning costs associated with the retirement of an energy center, as well as the ability to earn a return on that remaining investment and those decommissioning costs; • the impact of current environmental laws and new, more stringent, or changing requirements, including those related to NSR, and CO2, other emissions and discharges, Illinois emission standards, cooling water intake structures, coal combustion residuals, energy efficiency, and wildlife protection, that could limit or terminate the operation of certain of Ameren Missouri’s energy centers, increase our operating costs or investment requirements, result in an impairment of our assets, cause us to sell our assets, reduce our customers’ demand for electricity or natural gas, or otherwise have a negative financial effect; • the impact of complying with renewable energy standards in Missouri and Illinois and with the zero emission standard in Illinois; • the effectiveness of Ameren Missouri’s customer energy-efficiency programs and the related revenues and performance incentives earned under its Missouri Energy Efficiency Investment Act programs; • Ameren Illinois’ ability to achieve the performance standards applicable to its electric distribution business and electric customer energy-efficiency goals and the resulting impact on its allowed ROE; • labor disputes, work force reductions, changes in future wage and employee benefits costs, including those resulting from changes in discount rates, mortality tables, returns on benefit plan assets, and other assumptions; • the impact of negative opinions of us or our utility services that our customers, investors, legislators, regulators, creditors, or other stakeholders may have or develop, which could result from a variety of factors, including failures in system reliability, failure to implement our investment plans or to protect sensitive customer information, increases in rates, negative media coverage, or concerns about ESG practices; • the impact of adopting new accounting guidance; • the effects of strategic initiatives, including mergers, acquisitions, and divestitures; • legal and administrative proceedings;
Additional Information • the length and severity of the COVID-19 pandemic, and its impacts on our results of operations, financial position, and liquidity; and • the impacts of the Russian invasion of Ukraine, related sanctions imposed by the U.S. and other governments, and any broadening of the conflict, including potential impacts on the cost and availability of fuel, natural gas, enriched uranium, and other commodities, materials, and services, the inability of our counterparties to perform their obligations, disruptions in the capital and credit markets, and other impacts on business, economic, and geopolitical conditions, including inflation. New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Except to the extent required by the federal securities laws, we undertake no obligation to update or revise publicly any forward-looking statements to reflect new information or future events.
Appendix A The following table provides a reconciliation of GAAP to core and weather-normalized earnings
Use ofNon-GAAP Financial Measures In this proxy statement, Ameren has presented weather-normalized and core earnings per share, which
AMEREN
SCAN TOVIEW MATERIALS & VOTE 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 until11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand whenyou access the website and follow the instructions to obtain your records and to create an electronic votinginstruction form.During the Meeting - Go to www.virtualshareholdermeeting.com/AEE2023You may attend the meeting and vote during the meeting when the polls are open via the Internet. Werecommend, however, that you vote before the meeting even if you plan to participate in the meeting, sinceyou can change your vote during the meeting by voting when the polls are open. Have the information thatis printed in the box marked by the arrow XXXX XXXX XXXX XXXX available and follow theinstructions.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by Ameren Corporation in mailing proxy materials, you canconsent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail orthe Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internetand, 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 beforethe cut-off date or meeting date. Have your 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 orreturn it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 1171 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V05895-P86858-Z84369 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !For Against Abstain! ! !AMEREN CORPORATION1a. WARNER L. BAXTER1h. RAFAEL FLORES1f. NOELLE K. EDER1g. ELLEN M. FITZSIMMONS1e. WARD H. DICKSON1m. STEVEN H. LIPSTEIN1n. LEO S. MACKAY, JR.1d. J. EDWARD COLEMAN1k. JAMES C. JOHNSON1l. MARTIN J. LYONS, JR.1b. CYNTHIA J. BRINKLEY1c. CATHERINE S. BRUNE1j. CRAIG S. IVEY1i. RICHARD J. HARSHMANITEM 1The Board of Directors recommends you vote FOR the following:COMPANY PROPOSAL - ELECTION OF DIRECTORS—NOMINEES FOR DIRECTORThe Board of Directors recommends you vote FOR the following proposal:The Board of Directors recommends you vote EVERY YEAR for thefollowing proposal:The Board of Directors recommends you vote FOR the following proposal:The Board of Directors recommends you vote AGAINST the following proposal:ITEM 2 – COMPANY PROPOSAL - ADVISORY APPROVAL OF COMPENSATION OF THENAMED EXECUTIVE OFFICERS DISCLOSED IN THE PROXY STATEMENT.ITEM 3 – COMPANY PROPOSAL - ADVISORY APPROVAL OF THEFREQUENCY OF EXECUTIVE COMPENSATION SHAREHOLDERADVISORY VOTE.ITEM 4 – COMPANY PROPOSAL - RATIFICATION OF THE APPOINTMENT OFPRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.ITEM 5 – SHAREHOLDER PROPOSAL REGARDING THE ADOPTION OF SCOPES 1 AND 2EMISSIONS TARGETS.NOTE: In their discretion, the proxies are authorized to vote on such other business asmay properly come before the meeting or any adjournment thereof.Each of the foregoing proposals is more fully described in the accompanying proxystatement.This proxy will be voted as specified above. If no direction is made, this proxywill be voted FOR all nominees listed and as recommended PLEASE SIGN WITHIN by the Board onthe other items listed above.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, pleasesign in full corporate or partnership name by authorized officer.For Against AbstainFor Against AbstainEveryThreeYearsEveryYearEveryTwoYearsAbstain AMEREN
CDTwww.virtualshareholdermeeting.com/AEE2023 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting on May 11, 2023:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
enclosed envelope. If you attend the meeting and wish to change your vote, you may do so automatically by casting your ballot at the meeting.SEE REVERSE SIDE 0001002910 3 2022-01-01 2022-12-31 |