In 2019, guided by our vision, “Leading the Way to a Secure Energy Future”, and our mission, “To Power the Quality of Life”, our company saw another year of strong execution of our strategy across all of our businesses. Our successful execution of this strategy continues to deliver significant value to our customers, communities and shareholders, as well as position Ameren for success in the future. At the annual meeting, I look forward to sharing with you some of the highlights from our 2019 accomplishments, including the following:

Our sustained strong execution of our strategy over the last several years enabled us to deliver strong earnings per diluted share growth and robust total shareholder return that were well above average among our industry peers. While we enjoyed strong performance in 2018, we are focused on acceleratingI am pleased with our performance, even further inI also recognize that we can’t sit back and be satisfied. Our industry continues to transform and our customers’ expectations continue to rise.

Achieving our mission and vision requires a relentless focus on safety and operational excellence, purpose-driven investments to modernize and build the years ahead. I firmlyenergy grid of the future, innovation, teamwork, and, importantly, listening to our customers. By putting our customers at the center of our strategy, we believe thatwe will continue to deliver superior long-term value to our company is well positionedcustomers, to be a critical enabler of a brighter energy future for our customers, the communities we serve, and forto you, our shareholders.

Details for meeting attendance are included in this proxy statement. Also enclosed are details for how and when to vote and other important information.Your vote is very important, so please cast it promptly, even if you plan to attendparticipate in the annual meeting.meeting.

Thank you for your strong support and confidence in our company.

Sincerely,

Warner Baxter
Chairman, President and Chief Executive Officer
March 19, 201926, 2020

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Notice of Annual Meeting of Shareholders of Ameren Corporation

Voting Items

Shareholders will also act on other business properly presented to the meeting.

A shareholder has notified the Company of an intent to propose a resolution at the meeting requesting that, beginning in 2019 and at reasonable cost and omitting proprietary information, the Company publish an annual report regarding the costs and benefits to shareholders and the climate from the Company’s voluntary climate-related initiatives (the “Floor Proposal”). The Board of Directors of the Company has not received noticepresently knows of and is not presently aware of, anyno other business to come before the meeting other than the agenda items referred to in this proxy statement and the possible submission of the Floor Proposal.

The Floor Proposal is not included in this proxy statement. If the Floor Proposal is presented at the meeting, the proxy holders will have discretionary voting authority under Rule 14a-4(c) under the Securities Exchange Act of 1934 with respect to the Floor Proposal and intend to exercise such discretion to vote AGAINST such proposal. If any other matter properly comes before the shareholders for a vote at the meeting, the proxy holders will vote your shares in accordance with their best judgment.meeting.

Who Can Vote

If you owned shares of the Company’s Common Stock at the close of business on March 4, 2019,9, 2020, you are entitled to vote at the meeting and at any adjournment thereof. All shareholders are requested to be presentTo participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on 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 meeting in person or by proxy so that a quorum may be assured.online check-in process.

Each share of Common Stock is entitled to one vote for each director nominee and one vote for each of the other proposals. In general, shareholders may vote either in person atprior to the annual meeting orAnnual Meeting by telephone, the Internet or mail.mail, or during the Annual Meeting by participating in the virtual meeting. See “ADDITIONAL INFORMATION — Questions and Answers About the Annual Meeting and Voting” for more details regarding how you may vote if you are a registered holder or a beneficial owner of shares held in “street name.”

Date of Mailing

On or about March 19, 2019,26, 2020, we began mailing to certain shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained on the notice. On or about March 19, 2019,26, 2020, we began mailing the accompanying proxy card to certain shareholders.

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 Company share ownership. 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 ownerBy order of the shares on Board of Directors, Chonda J. Nwamu Senior Vice President, General Counsel and Secretary St. Louis, Missouri March 4, 2019, the record date for voting. Please note that cameras and other recording devices will not be allowed in the meeting.26, 2020

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 2, 2019:7, 2020: This proxy statement and our 20182019 Form 10-K, including consolidated financial statements, are available to you at www.amereninvestors.com/financial-info/proxy-materials.

By order of the Board of Directors,

St. Louis, Missouri
March 19, 2019

4Ameren Corporation

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Proxy Statement Summary

Below is a summary of information regarding the items to be voted on at the Annual Meeting. You should read the entire proxy statement carefully before voting.

Company Overview

Ameren Corporation (“Ameren,” or the “Company”) is a public utility holding company headquartered in St. Louis, Missouri. Ameren serves 2.4 million electric customers and more 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 develops, owns and operates rate-regulated regional electric transmission projects.

Ameren’s strategy is to invest in rate-regulated energy infrastructure, continuously improve operating performance, and advocate for responsible energy policies to deliver superior customer and shareholder value.

Our Value Proposition to Investors and Customers

	Strong long-term growth outlook ●Expect 6% to 8%strong compound annual EPSearnings per share growth from 20182020 through 20231,2 –Primarily2024, primarily driven by strong rate base growth ●Expect 8%expected compound annual rate base growth from 2018 through 20232 ●Constructive frameworks for investment in all business segments ●Strong long-term infrastructure investment pipeline beyond 20232024
	●Focused on transitioningTransitioning our generation portfolio to a cleaner energy mix in a responsible manner 1●Using as the base 2018 core diluted earnings per shareTargeting carbon emissions reductions of $3.37, less the 2018 Ameren Missouri estimated favorable weather impact of approximately 32 cents per diluted share. See Appendix A for GAAP to core earnings reconciliation. Outlook accommodates a range of expected Treasury rates, sales growth projections, spendingat least 80% below 2005 levels and regulatory developments. Earnings growth in any individual year will be impacted by the timing of capital expenditures, regulatory rate reviews, Callaway refueling and maintenance outages and weather, among other factors.2050 2●Issued and effective asPlan to invest $1.2 billion for 700 megawatts of February 14, 2019.wind generation ●Coal-fired generation expected to be approximately 8% of total rate base by 2024

	Attractive dividend ●Annualized equivalent dividend rate of $1.90$1.98 per share provides attractive yield ●Dividend increased in Oct. 20182019 for the fifthsixth consecutive year ●Expect payout ratio to range between 55% and 70% of annual earnings

	Attractive total return potential ●Track record of delivering strong results ●Attractive combined earnings growth outlook and yield compared to regulated utility peers ●We believe execution of our strategy will deliver superior long-term value to both customers and shareholders

6       Ameren Corporation

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Proxy Statement Summary

20182019 Performance Highlights

The successful execution of our strategy drove strong results in 2018,2019, as well as over the past five years. Key financial and operational highlights include the following:

Financial Highlights

$3.323.35 Earnings per diluted share (GAAP) $3.373.32 Earnings Weather-normalized earnings per diluted share (Core, non-GAAP) (non-GAAP) In 2019, Ameren earned $3.32$3.35 per diluted share on a GAAP basis, and $3.37$3.32 per diluted share on a weather-normalized core (non-GAAP) basis in 2018. The 2018 core earnings represented a strong 19 percent increase over 2017 core earnings of $2.83 per diluted share. Core results for 2018 excluded non-cash charges of 5 cents per diluted share reflecting the revaluation of deferred taxes as a result of changes in federal income tax rates.basis.* Execution of our strategy has also driven a strong 5-year compound annual earnings per diluted share growth rate of greater than 7 percent from year-end 2013 to year-end 2018.2019 of 7 percent on a GAAP basis and 8 percent on a weather-normalized core (non-GAAP) basis.*

Total Shareholder Return Ameren shares provided a total shareholder return (“TSR”) of approximately 1421 percent in 2018,2019, including an approximate 4 percent increase in the quarterly dividend during the fourth quarter of 2018.2019. This was the fifthsixth consecutive year the dividend was increased. For the three and five years ending December 31, 2018,2019, Ameren shares provided a TSR of approximately 6660 percent and 11596 percent, respectively. These resultsrespectively, which meaningfully exceeded the TSR of the S&P 500 Utility and Philadelphia Utility indices for each of these periods. Ameren’s TSR also ranked firstsixth among its 17-member peer group for the three-year performance period ended December 31, 2018.2019.

$2.32.4 billion in infrastructure   The Company invested approximately $2.3$2.4 billion in energy infrastructure in 2019 to better serve customers, which also drove strong rate base growth of approximately 811 percent. Over the last 5 years, we have invested approximately $10$11 billion in energy infrastructure, which drove robust compound annual rate base growth of approximately 8 percent. These investments have improved the safety and reliability of our electric and natural gas systems, improved the efficiency of our energy centers, enhanced our environmental footprint, and strengthened our cyber securitycybersecurity posture while keeping our electric rates competitive and affordable.

*     See Appendix A for GAAP to core earnings reconciliation.

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Proxy Statement Summary

Operational and Regulatory Highlights

Other Highlights

8Ameren Corporation

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Proxy Statement Summary

	ITEM 1 Election of Directors ●The nominees for director include 1112 independent directors and the Company’s chairman, president and CEO. ●The Board of Directors believes that the diverse skills, experiences and perspectives represented by the nominees will continue to support effective oversight of the Company’s strategy and performance. ●For more information about the nominees’ qualifications, skills, and experiences, please see pages 14-20.16-22.
		The Board unanimously recommends a vote “FOR” each of the 1213 director 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.

			Director Since			Committee Membership
Name		Age		Occupation	Independent	ARC1	HRC	NCGC1	NOC1	FC1
	Warner L. Baxter	57	2014	Chairman, President and Chief Executive Officer of the Company
	Catherine S. Brune	65	2011	Retired President, Allstate Protection Eastern Territory of Allstate Insurance Company	⚫	⚫		⚫
	J. Edward Coleman	67	2015	Executive Chairman of CIOX Health	⚫	⚫			⚫
	Ward H. Dickson	56	2018	Executive Vice President and Chief Financial Officer of WestRock Company	⚫	⚫				⚫
	Noelle K. Eder	49	2018	Executive Vice President and Chief Information and Digital Officer of Hilton Worldwide Holdings Inc.	⚫	⚫			⚫
	Ellen M. Fitzsimmons	58	2009	Corporate Executive Vice President, General Counsel and Corporate Secretary of SunTrust Banks, Inc.	⚫				⚫	⚫
	Rafael Flores	63	2015	Former Senior Vice President and Chief Nuclear Officer of Luminant	⚫			⚫	⚫
	Richard J. Harshman	62	2013	Executive Chairman and Retired President and Chief Executive Officer of Allegheny Technologies Incorporated	⚫, L		⚫		C
	Craig S. Ivey	56	2018	Retired President of Consolidated Edison Co. of New York, Inc.	⚫	⚫			⚫
	James C. Johnson	66	2005	Retired General Counsel of Loop Capital Markets LLC	⚫		C	⚫
	Steven H. Lipstein	63	2010	Former President and Chief Executive Officer of BJC HealthCare	⚫		⚫			⚫
	Stephen R. Wilson	70	2009	Retired Chairman, President and Chief Executive Officer of CF Industries Holdings, Inc.	⚫		⚫			C

			Director Since			Committee Membership
Name		Age		Occupation	Independent	ARC	HRC	NCGC	NOEC	FC
	Warner L. Baxter	58	2014	Chairman, President and Chief Executive Officer of the Company
	Cynthia J. Brinkley	60	2019	Retired Chief Administrative and Markets Officer, Centene Corporation	⚫		⚫		⚫
	Catherine S. Brune	66	2011	Retired President, Allstate Protection Eastern Territory of Allstate Insurance Company	⚫	⚫		C
	J. Edward Coleman	68	2015	Retired Executive Chairman of CIOX Health	⚫	C				⚫
	Ward H. Dickson	57	2018	Executive Vice President and Chief Financial Officer of WestRock Company	⚫	⚫				⚫
	Noelle K. Eder	50	2018	Executive Vice President and Chief Information and Digital Officer of Hilton Worldwide Holdings Inc.	⚫	⚫			⚫
	Ellen M. Fitzsimmons	59	2009	Chief Legal Officer and Head of Enterprise Diversity and Human Resources of Truist Financial Corporation	⚫				⚫	⚫
	Rafael Flores	64	2015	Retired Senior Vice President and Chief Nuclear Officer of Luminant	⚫			⚫	⚫
	Richard J. Harshman	63	2013	Retired Executive Chairman and President and Chief Executive Officer of Allegheny Technologies Incorporated	⚫,L		⚫		C
	Craig S. Ivey	57	2018	Retired President of Consolidated Edison Co. of New York, Inc.	⚫	⚫			⚫
	James C. Johnson	67	2005	Retired General Counsel of Loop Capital Markets LLC	⚫		C	⚫
	Steven H. Lipstein	64	2010	Retired President and Chief Executive Officer of BJC HealthCare	⚫		⚫	⚫
	Stephen R. Wilson	71	2009	Retired Chairman, President and Chief Executive Officer of CF Industries Holdings, Inc.	⚫		⚫			C

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Proxy Statement Summary

Board of Director Highlights

GENDER AND ETHNIC DIVERSITY TENURE AGE		DIRECTOR SKILLS
TENURE
AGE

	ITEM 2 Advisory Vote to Approve Executive Compensation (Say-on-Pay) ●The Company is asking shareholders to approve, on an advisory basis, the compensation of the executives named in the 20182019 Summary Compensation Table in this proxy statement (the “Named Executive Officers”, or “NEOs”). ●For more information about the NEOs’ compensation, please see the Executive Compensation discussion on pages 43-75.45-80.
		The Board unanimously recommends a vote “FOR” the advisory approval of executive compensation.

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 the size-adjusted median of the compensation opportunities provided by similar utility industry companies (the “Market Data”), adjusted for our short- and long-term performance and for the individual’s performance. The Board unanimously recommends a “FOR” vote because it believes that the Human Resources Committee, which is responsible for establishing the compensation for the NEOs, designed the 20182019 compensation program to align the long-term interests of the NEOs with that of shareholders to maximize shareholder value.

10Ameren Corporation

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Proxy Statement Summary

20182019 Executive Compensation Program Components

Fiscal 20182019 Executive Compensation Highlights

The Company’s pay-for-performance program led to the following actual 20182019 compensation being earned:

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Proxy Statement Summary

The Company’s compensation program for 20182019 was similar to the 20172018 program, which was approved by approximately 9394 percent of votes by shareholders entitled to vote and represented at the Company’s 20182019 annual meeting. Highlights of the Company’s 20182019 executive compensation program include:

	ITEM 3 Ratification of PwC as Our Independent Registered Public Accounting Firm ●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, 2019.2020. ●Consistent with good governance practices, the Company is asking shareholders to ratify the appointment of PwC.
		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, 2019.2020.

Set forth below is summary information with respect to PwC’s fees for services provided in fiscal 20182019 and fiscal 2017.2018.

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Proxy Statement Summary

	ITEM 4 Shareholder Proposal, if Properly Presented The following proposal was submitted by shareholders: ●Proposal regarding an independent Board chair (Item 4)
		The Board unanimously recommends a vote“AGAINST” the shareholder proposal.

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Corporate Governance

	ITEM 1 Election of Directors ●The nominees for director include 1112 independent directors and the Company’s chairman, president and CEO. ●The board believes that the diverse skills, experiences and perspectives represented by the nominees will continue to support effective oversight of the Company’s strategy and performance. ●For more information about the nominees’ qualifications, skills, and experiences, please see pages 14-20.16-22.
		BOARD RECOMMENDATION FOR ELECTION OF DIRECTORS The Board unanimously recommends a vote “FOR” each of the 1213 director nominees.

TwelveThirteen directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. In the absence of instructions to the contrary, executed proxies will be voted in favor of the election of the persons listed below. In the event that any nominee for election as director should become unavailable to serve, votes will be cast for such substitute nominee or nominees as may be nominated by the Nominating and Corporate Governance Committee of the Board of Directors and approved by the Board of Directors, or the Board of Directors may reduce the size of the Board in accordance with the Company’s By-Laws and Restated Articles of Incorporation. The Board of Directors knows of no reason why any nominee will not be able to serve as director. The 1213 nominees for director who receive the vote of at least a majority of the shares entitled to vote in the election of directors and represented in person or by proxy at the meeting at which a quorum is present will be elected. Shareholders may not cumulate votes in the election of directors. In the event that any nominee for reelection fails to obtain the required majority vote, such nominee will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee of the Board of Directors. The Nominating and Corporate Governance Committee will evaluate the best interests of the Company and its shareholders and will recommend to the Board the action to be taken with respect to any such tendered resignation. If there is a nominee, other than a nominee for reelection, who fails to obtain the required majority vote, such nominee will not be elected to the Board.

Information Concerning Nominees to the Board of Directors

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Corporate Governance

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Corporate Governance

Qualifications and Experience

Board Tenure

5

8

4

1

1

10

4

6

1

14

9

10

6

1

9

5

2

2

11

5

7

2

15

10

11

Age

57

65

67

56

49

58

63

62

56

66

63

70

58

60

66

68

57

50

59

64

63

57

67

64

71

Active Executive

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Customer Relations or Consumer Orientation Experience

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Cyber / I.T. / Digital

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Cyber / I.T./ Digital

●

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Diversity (Gender)

●

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●

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●

Diversity (Race/Ethnicity)

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Financial or Banking Experience

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Legal Experience

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Nuclear Experience

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Operations Experience

●

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●

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Serves on Other Public Boards

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Utilities / Regulatory Experience

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Corporate Governance

Warner L. Baxter Chairman, President and Chief Executive Officer of the Company Director since:2014 Age:5758

OUTSIDE DIRECTORSHIPS: ●U.S. Bancorp, December 2015–Present ●UMB Financial Corporation, 2013–October 2015

EXECUTIVE EXPERIENCE:
Mr. Baxter began his career with Ameren Missouri in 1995 as Assistant Controller. He was named Controller of Ameren Missouri in 1996. Following the 1997 merger of Ameren Missouri and CIPSCO Incorporated, he served as Vice President and Controller of Ameren and Ameren Services. In 2001, Mr. Baxter was named Senior Vice President, Finance. From 2003 to 2009, Mr. Baxter was Executive Vice President and Chief Financial Officer of Ameren and certain of its subsidiaries, where he led the finance, strategic planning and enterprise risk management functions. From 2007 to 2009, he was also President and Chief Executive Officer of Ameren Services. From 2009 to 2014, Mr. Baxter served as the Chairman, President and Chief Executive Officer of Ameren Missouri. On February 14, 2014, Mr. Baxter succeeded Thomas R. Voss as President of the Company. Mr. Baxter succeeded Mr. Voss as Chief Executive Officer of the Company on April 24, 2014 and as Chairman of the Board on July 1, 2014. Prior to joining Ameren, Mr. Baxter served as senior manager in PwC’s national office in New York City from 1993 to 1995. From 1983 to 1993, Mr. Baxter worked in PwC’s St. Louis office, where he provided auditing and consulting services to clients in a variety of industries.

Mr. Baxter served as a director of Ameren Missouri from 1999 to 2014, and as a director of Ameren Illinois from 1999 to 2009.

SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Baxter’s extensive executive management and leadership experience; strong strategic planning, regulatory, accounting, financial, industry, risk management, government relations, operations and compensation skills and experience; tenure with the Company (and its current and former affiliates); and tenure and contributions as a current Board member, the Board concluded that Mr. Baxter should serve as a director of Ameren.

Cynthia J. Brinkley Retired Chief Administrative and Markets Officer, Centene Corporation Director since:2019 Age:60

STANDING BOARD COMMITTEES: ●Human Resources Committee ●Nuclear, Operations and Environmental Sustainability Committee OUTSIDE DIRECTORSHIPS: ●Energizer Holdings, Inc., 2014–Present

EXECUTIVE EXPERIENCE:
From November 2014 until her retirement in February 2019, Ms. Brinkley served in multiple senior leadership roles at Centene Corporation, a managed health care company, including chief administrative and markets officer from June 2018 to February 2019 and president and chief operating officer from November 2017 to June 2018. Prior to joining Centene, Ms. Brinkley served as vice president of global human resources at General Motors Company from 2011 to 2013. She also held various leadership roles at AT&T Inc., including senior vice president of talent development, chief diversity officer and president of AT&T Missouri.

SKILLS AND QUALIFICATIONS:
Based primarily upon Ms. Brinkley’s extensive executive management and leadership experience as a former president and chief operating officer of a leading managed health care company, as well as deep experience in the communities which Ameren serves and strong strategic planning, financial, regulatory, compensation, global human resources, telecommunications, operations, risk management and administrative skills and experience, the Board concluded that Ms. Brinkley should serve as a director of Ameren.

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Corporate Governance

Catherine S. Brune Retired President, Allstate Protection Eastern Territory of Allstate Insurance Company Director since:2011 Age:6566

STANDING BOARD COMMITTEES: ●Audit and Risk Committee ●Nominating and Corporate Governance Committee (Chair) OUTSIDE DIRECTORSHIPS: ●None

EXECUTIVE EXPERIENCE:
Ms. Brune served as President of Allstate, a personal lines insurer, from October 2011 to November 2013 and oversaw Property/ Casualty operations in 23 states and Canada. Ms. Brune worked in various managerial capacities for Allstate from 1976 to 2013. She was elected the company’s youngest officer in 1986, moving into information technology in the early 1990s. In 2002, Ms. Brune was named Allstate’s Senior Vice President, Chief Information Officer. Ms. Brune was a member of Allstate’s senior leadership team. Ms. Brune retired from Allstate in November 2013.

SKILLS AND QUALIFICATIONS:
Based primarily upon Ms. Brune’s extensive executive management and leadership experience as a former Presidentpresident and Chief Information Officerchief information officer of a leading insurance company; strong cybersecurity, information and technology, strategic planning, financial, regulatory, compensation, operations, customer relations, risk management and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Ms. Brune should serve as a director of Ameren.

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Corporate Governance

J. Edward Coleman Retired Executive Chairman of CIOX Health Director since:2015 Age:6768

STANDING BOARD COMMITTEES: ●Audit and Risk Committee (Chair) ●Nuclear and OperationsFinance Committee OUTSIDE DIRECTORSHIPS: ●Lexmark International, Inc., 2010–2016 ●Unisys Corporation, 2008–2014

EXECUTIVE EXPERIENCE:
Mr. Coleman servesserved as the Executive Chairman of CIOX Health, a health information management firm.firm, from November 2018 through December 2019. Mr. Coleman previously served as the Chief Executive Officer of CIOX Health from May 2016 to June 2017. Mr. Coleman served as Chairman and Chief Executive Officer of Unisys Corporation from October 2008 to December 2014. He previously served as Chief Executive Officer of Gateway, Inc. from 2006 to 2008, as Senior Vice President and President of Enterprise Computing Solutions at Arrow Electronics from 2005 to 2006, and as Chief Executive Officer of CompuCom Systems, Inc. from 1999 to 2004 and as Chairman of the Board from 2001 to 2004. Earlier in his career, he held various leadership positions at Computer Sciences Corporation and IBM Corporation.

SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Coleman’s extensive executive management and leadership experience as a former chief executive officer of both private and publicly traded technology companies; strong strategic planning, financial, cybersecurity, information technology, customer relations, compensation, operations and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Coleman should serve as a director of Ameren.

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Corporate Governance

Ward H. Dickson Executive Vice President and Chief Financial Officer of WestRock Company Director Director since:2018 Age:5657

STANDING BOARD COMMITTEES: ●Audit and Risk Committee ●Finance Committee OUTSIDE DIRECTORSHIPS: ●None

EXECUTIVE EXPERIENCE:
Mr. Dickson serves as the Executive Vice President and Chief Financial Officer of WestRock Company. Mr. Dickson previously served as Executive Vice President and Chief Financial Officer of RockTenn Company, the predecessor of WestRock Company, from September 2013 to July 2015, and in various positions at Cisco Systems from February 2006 to September 2013, most recently as Senior Vice President of Finance.

SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Dickson’s extensive executive management and leadership experience as the Chief Financial Officerchief financial officer of an industrial manufacturing company and senior officer of a technology company, as well ascompany; extensive financial experience, including accounting, capital markets, capital structure, capital allocation, mergers and acquisitions and investor relations; and significant accounting, financial, risk management, cybersecurity, information technology, compensation and administrative skills and experience, the Board concluded that Mr. Dickson should serve as a director of Ameren.

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Corporate Governance

Noelle K. Eder Executive Vice President and Chief Information and Digital Officer of Hilton Worldwide Holdings Inc. Director since:2018 Age:4950

STANDING BOARD COMMITTEES: ●Audit and Risk Committee ●Nuclear, Operations and OperationsEnvironmental Sustainability Committee OUTSIDE DIRECTORSHIPS: ●None

EXECUTIVE EXPERIENCE:
Ms. Eder serves as the Executive Vice President and Chief Information and Digital Officer of Hilton Worldwide Holdings Inc. From November 2016 to March 2018, Ms. Eder served as the Chief Card Customer Experience Officer of Capital One Financial Corporation, and from September 2014 to November 2016, Ms. Eder served as Executive Vice President, Card Customer Experience of Capital One Financial Corporation. Earlier in her career, Ms. Eder held various positions at Intuit Inc., including as Senior Vice President and Chief Customer Care Officer from May 2013 to August 2014.

SKILLS AND QUALIFICATIONS:
Based primarily on Ms. Eder’s extensive executive and leadership experience as the Executive Vice Presidentexecutive vice president and Chief Informationchief information and Digital Officerdigital officer of a hospitality company, as well as strong consumer-oriented, cybersecurity, digital, information technology, financial, risk management, and administrative skills and experience, the Board concluded that Ms. Eder should serve as a director of Ameren.

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Corporate Governance

Ellen M. Fitzsimmons Corporate Executive Vice President, General CounselChief Legal Officer and Corporate SecretaryHead of SunTrust Banks, Inc.Enterprise Diversity and Human Resources of Truist Financial Corporation Director since:2009 Age:5859

STANDING BOARD COMMITTEES: ●Finance Committee ●Nuclear, Operations and OperationsEnvironmental Sustainability Committee OUTSIDE DIRECTORSHIPS: ●None

EXECUTIVE EXPERIENCE:
Ms. Fitzsimmons serveshas served as theChief Legal Officer and Head of Enterprise Diversity and Human Resources of Truist Financial Corporation since December 2019, having previously served as Corporate Executive Vice President, General Counsel and Corporate Secretary of its predecessor, SunTrust Banks, Inc., since 2018. From 2003 to November 2017, Ms. Fitzsimmons served as Senior and Executive Vice President of Law and Public Affairs, General Counsel and Corporate Secretary of CSX Corporation, a transportation supplier, which she first joined in 1991. Ms. Fitzsimmons oversaw all legal, government relations and public affairs activities for CSX. During Ms. Fitzsimmons’ tenure with SunTrust and CSX, her responsibilities included key roles in major riskpublic affairs and corporate governance-related areas.

SKILLS AND QUALIFICATIONS:
Based primarily upon Ms. Fitzsimmons’ extensive executive and leadership experience as the Executive Vice President, General Counsel and Corporate Secretary ofchief legal officer with broad responsibilities at a major financial services provider and of a major transportation supplier;supplier, including strong legal, government relations, public affairs, regulatory, accounting, financial, risk management, internal audit, compliance, corporate governance, compensation, human resources, inclusion and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Ms. Fitzsimmons should serve as a director of Ameren.

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Rafael Flores FormerRetired Senior Vice President and Chief Nuclear Officer of Luminant Director since:2015 Age:6364

STANDING BOARD COMMITTEES: ●Nominating and Corporate Governance Committee ●Nuclear, Operations and OperationsEnvironmental Sustainability Committee OUTSIDE DIRECTORSHIPS: ●None

EXECUTIVE EXPERIENCE:
Mr. Flores joined Luminant, a private Texas-based electric utility, in 1983 and served as Senior Vice President and Chief Nuclear Officer from 2009 to 2015. In this position, he oversaw operations at the Comanche Peak Nuclear Power Plant in Texas, reported nuclear matters directly to Luminant’s nuclear oversight advisory board and represented Luminant with the Nuclear Regulatory Commission, the Institute of Nuclear Power Operations, the Nuclear Energy Institute and on various committees and working groups in the nuclear industry.

SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Flores’ extensive executive and leadership experience as Senior Vice Presidentsenior vice president and Chief Nuclear Officerchief nuclear officer of an electric utility; government relations, public affairs, regulatory, industry, risk management, compensation, operations and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Flores should serve as a director of Ameren.

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Richard J. Harshman Retired Executive Chairman, and Retired President and Chief Executive Officer of Allegheny Technologies Incorporated Director since:2013 Lead Director since:2018 Age:6263

STANDING BOARD COMMITTEES: ●Human Resources Committee ●Nuclear, Operations and OperationsEnvironmental Sustainability Committee (Chair) OUTSIDE DIRECTORSHIPS: ●Allegheny Technologies Incorporated, 2011–Present 2019 ●PNC Financial Services Group, Inc., 2019–Present

EXECUTIVE EXPERIENCE:
Mr. Harshman served as the Chairman, President and Chief Executive Officer of Allegheny Technologies Incorporated (ATI), a producer of specialty materials and components to the global electrical energy, aerospace and defense, oil and gas, chemical process industry, medical, and other diversified consumer and durable goods markets, from May 2011 through December 2018. Mr. Harshman will be2018 and as Executive Chairman of the Board of ATI untilfrom May 9, 2019, at which time he will retire after a 41-year career with the company.2011 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.

SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Harshman’s extensive executive management and leadership experience as the Chairman, Presidentchairman, president and Chief Executive Officer,chief executive officer, and previously Chief Financial Officer,the chief financial officer, of a specialty materials manufacturer; his significant strategic planning, financial, operations, regulatory, industry, customer relations, leadership development, talent acquisition and retention, compensation and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Harshman should serve as a director of Ameren.

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Craig S. Ivey Retired President of Consolidated Edison Company of New York, Inc. Director since:2018 Age:5657

STANDING BOARD COMMITTEES: ●Audit and Risk Committee ●Nuclear, Operations and OperationsEnvironmental Sustainability Committee OUTSIDE DIRECTORSHIPS: ●None

EXECUTIVE EXPERIENCE:
Mr. Ivey served as President of Consolidated Edison Company of New York, Inc. (Con Edison) from 2009 through 2017. Con Edison provides electric service to approximately 3.4 million customers and delivers gas to approximately 1.1 million customers in New York City and Westchester County; it also operates the largest steam distribution system in the United States for customers in New York City. He previously served in various positions at Dominion Resources, an electric utility company in Virginia, from 1985 to 2009, most recently as Senior Vice President for Transmission and Distribution.

SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Ivey’s extensive executive management and leadership experience as the Presidentpresident and Senior Vice Presidentsenior vice president of regulated utility companies and his significant strategic planning, regulatory, industry, risk management, government relations, operations, and customer relations skills and experience,experience; and contributions as a current Board and committee member, the Board concluded that Mr. Ivey should serve as a director of Ameren.

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James C. Johnson Retired General Counsel, Loop Capital Markets LLC Director since:2005 Age:6667

STANDING BOARD COMMITTEES: ●Human Resources Committee (Chair) ●Nominating and Corporate Governance Committee OUTSIDE DIRECTORSHIPS: ●Hanesbrands Inc., 2006–Present ●Energizer Holdings, Inc., 2013–Present ●Edgewell Personal Care Company, 2015–Present

EXECUTIVE EXPERIENCE:
Mr. Johnson served as General Counsel of Loop Capital Markets LLC, a financial services firm, from November 2010 to December 2013. From 1998 until 2009, Mr. Johnson served in a number of responsible positions at The Boeing Company, an aerospace and defense firm, including serving as Vice President, Corporate Secretary and Assistant General Counsel from 2003 until 2007 and as Vice President and Assistant General Counsel, Commercial Airplanes, from 2007 until his retirement in March 2009.

SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Johnson’s extensive executive management and leadership experience as the former General Counselgeneral counsel of a financial services firm and as the former Vice President, Corporate Secretaryvice president, corporate secretary and Assistant General Counselassistant general counsel of an aerospace and defense firm; his strong legal, compliance, risk management, board-management relations, corporate governance, finance, regulatory and compensation skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Johnson should serve as a director of Ameren.

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Steven H. Lipstein FormerRetired President and Chief Executive Officer of BJC HealthCare Director since:2010 Age:6364

STANDING BOARD COMMITTEES: ●Human Resources Committee ●FinanceNominating and Corporate Governance Committee OUTSIDE DIRECTORSHIPS: ●BJC HealthCare (non-profit organization), 1999–2017

EXECUTIVE EXPERIENCE:
Mr. Lipstein served as President and Chief Executive Officer of BJC HealthCare, one of the largest non-profit healthcare organizations in the United States, from 1999 through 2016, and as Chief Executive Officer through December 2017. From 1982 to 1999, Mr. Lipstein held various executive positions within The University of Chicago Hospitals and Health System and The Johns Hopkins Hospital and Health System. Mr. Lipstein served as Chairman of the Federal Reserve Bank of St. Louis from 2009 to 2011.

SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Lipstein’s extensive executive management and leadership experience as the Chief Executive Officerformer chief executive officer and former Presidentpresident of a healthcare organization; strong strategic planning, banking, regulatory, financial, customer relations, operations, compensation and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Lipstein should serve as a director of Ameren.

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Stephen R. Wilson Retired Chairman, President and Chief Executive Officer of CF Industries Holdings, Inc. Director since:2009 Age:7071

STANDING BOARD COMMITTEES: ●Finance Committee (Chair) ●Human Resources Committee OUTSIDE DIRECTORSHIPS: ●CF Industries Holdings, Inc., 2005–2014 ●Terra Nitrogen GP, Inc., 2010–2014 ●GATX Corporation, 2014–Present ●Keytrade AG, 2016–Present

EXECUTIVE EXPERIENCE:
Mr. Wilson is the retired Chairman, President and Chief Executive Officer of CF Industries Holdings, Inc., a manufacturer and distributor of nitrogen fertilizer products. He served in those capacities from April 2005 until his retirement in May 2014, as President and Chief Executive Officer of CF Industries, Inc. (a predecessor company) from 2003 to 2005 and as Chief Financial Officer from 1991 to 2003.

SKILLS AND QUALIFICATIONS:
Based primarily upon Mr. Wilson’s extensive executive management and leadership experience as the former Chairman, Presidentchairman, president and Chief Executive Officerchief executive officer and the former Chief Financial Officerchief financial officer of an industrial manufacturing company; strong strategic planning, financial, operations, risk management, regulatory, compensation, customer relations and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Wilson should serve as a director of Ameren.

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Board Composition and Refreshment

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Board Effectiveness

The Board and the Committee have been actively focused on refreshment to ensure the Board continues to reflect an appropriate mix of skills, attributes and experiences.

Steps to improve Board Effectiveness ●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

Outcomes ●ThreeFour new directors over the pastadded in less than two years ●>50% of Board nominees are gender or ethnically diverse ●Further skills added to the Board over the last two yearssince 2018 include: ●Customer relations experience ●Cyber / IT / Digital experience ●Financial experience ●Utilities / Regulatory experience ●Operations experience ●Active executive

Board Diversity

AGE		GENDER		RACE/ETHNICITY		TENURE

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Consideration of Director Nominees

The Nominating and Corporate Governance Committee will consider director nominations from shareholders in accordance with the Company’s Policy Regarding Nominations of Directors (“Director Nomination Policy”), a copy of which can be found on the Company’s website. The Nominating and Corporate Governance Committee will consider as a candidate any director of the Company who has indicated to the Nominating and Corporate Governance Committee that he or she is willing to stand for reelection as well as any other person who is recommended by any shareholders of the Company who provide the required information and certifications within the time requirements, as set forth in the Director Nomination Policy. The Nominating and Corporate Governance Committee may also undertake its own search process for candidates and may retain the services of professional search firms or other third parties to assist in identifying and evaluating potential nominees. In 2018, a nationally-recognized, leading third-party search firm was engaged by the Nominating and

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Corporate Governance Committee to assist in identifying and evaluating potential director nominees.

In considering a potential nominee for the Board, shareholders should note that in selecting candidates, the Nominating and Corporate Governance Committee endeavors to find individuals of high integrity who have a solid record of leadership and accomplishment in their chosen fields and who display the independence to effectively represent the best interests of all shareholders. Candidates are selected for their ability to exercise good judgment, to provide practical insights and diverse perspectives and to contribute to the regular refreshment of skill sets represented on the Board. Candidates also will be assessed in the context of the then-current composition of the Board, the average tenure of the Board, the operating requirements of the Company and the long-term interests of all shareholders. In conducting this assessment, the Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates for director, consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills), director tenure, board refreshment and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. In such cases, the Nominating and Corporate Governance Committee will direct its third-party search firm to provide a list of candidates dominated by certain underrepresented categories, such as women or racial or ethnic minorities. These focused searches have contributed to the diversity of the Company’s current Board. The Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually. Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process and under no circumstances will the Nominating and Corporate Governance Committee evaluate nominees recommended by a shareholder of the Company pursuant to a process substantially different than that used for other nominees for the same election or appointment of directors.

The Nominating and Corporate Governance Committee considers the following qualifications at a minimum in recommending to the Board potential new Board members, or the continued service of existing members:

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Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its shareholders. The Nominating and Corporate Governance Committee does, however, believe it appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules. In addition, because the Company is committed to maintaining its tradition of inclusion and diversity within the Board, each assessment and selection of director candidates will be made by the Nominating and Corporate Governance Committee in compliance with the Company’s policy of non-discrimination based on race, color, religion, sex, national origin, ethnicity, age, disability, veteran status, pregnancy, marital status, sexual orientation or any other reason prohibited by law. The Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually to assure that the Board contains an effective mix of individuals to best advance the Company’s long-term business interests.

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The Company’s Director Nomination Policy requires all directors standing for reelection to agree that in the event that any director fails to obtain the required majority vote at an annual meeting of shareholders, such director will tender his or her resignation as a director. The Nominating and Corporate Governance Committee will evaluate the best interests of the Company and its shareholders and will recommend to the Board the action to be taken with respect to such tendered resignation.

The Board’s Role and Responsibilities

Overview

The Board oversees the strategic direction of the Company in the long-term interests of the Company and its shareholders. The Board’s major responsibilities include:

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 makingdecision-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.

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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.director in accordance with the committee charters. Through the process outlined above, the Board believes that its leadership structure provides effective oversight of the Company’s risk management.

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RISK MANAGEMENT OVERSIGHT STRUCTURE

Board of Directors ●Oversees all significant enterprise risks
Audit and Risk Committee		Finance Committee	Human Resources Committee		Nominating and Corporate Corporate Governance Committee	Nuclear, Operations and Environmental OperationsSustainability Committee
●Enterprise risk management processes, including strategic, operational, and cybersecurity risks. ●Financial and accounting matters, including the independent registered public accountants, compliance with legal and regulatory requirements, and financial reporting and internal controls systems.		●Financial affairs of the Company and its subsidiaries, including liquidity and financing matters, major capital investments and other significant transactions.	●Compensation practices and policies relating to the CEO and executive management. ●Human capital management practices and policies, including diversity and inclusion.		●Corporate governance, including Board and committee composition, key corporate governance policies and procedures, and public affairs matters.	●Risks relating to the operation of the Company’s nuclear and other electric generation and electric and gas transmission and distribution services, including regulatory, environmental, reputation, and business continuity, risks.and environmental sustainability risks, including those related to climate change and water resource 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, our co-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 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.

TheWorking closely with the Nuclear, Operations and Environmental Sustainability Committee, the full Board of Directors oversees environmental matters as they relate to policy and strategy, including those related to planning for the potential implications of climate-related risks. The Board routinely considers environmental issues (including climate issues) and assesses how they impact the Company’s operations, strategies and risk profile. The Company’s directors engage in vigorous discussions regarding these issues in which they express and consider diverse points of view. The Board has a diverse range of skills that make it well-positioned to address the risks and opportunities associated with environmental issues. These include extensive energy industry, strategic planning, financial, cyber, and regulatory experience, as well as environmental and legal expertise. In addition to the Board’s direct oversight, standing committees of the Board have the following responsibilities:

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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 CDP (formerly known as the Carbon Disclosure Project), and our other filings with the SEC. In addition, we are among the initial steering committee members of, and are participating in, the Edison Electric Institute’s (“EEI”) ESG and sustainability-related reporting program. This program has developed a reporting framework to enable utility companies to provide the financial sector with key ESG and sustainability information on a more uniform and consistent basis. EEI’s 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 EEI ESG/Sustainability reports under this framework, which are available on our website at www.amereninvestors.com/corporate-governance/EEI-ESG-Sustainability, include greenhouse gas emissions data and other ESG data.

In response to shareholder interest, we We have recentlyalso issued two additional environmental reports:a climate risk report that includes analysis of the impact of technological and policy changes that are consistent with limiting global warming and a report on our responsible management of coal combustion residuals.

Consideration of Risks Associated with Compensation

In evaluating the material elements of compensation available to executives and other Company employees, the Human Resources Committee takes into consideration whether the Company’s compensation policies and practices may incentivize behaviors that might lead to excessive risk taking. The Human Resources Committee, with the assistance of its independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), and Company management, reviews the Company’s compensation policies and practices each year for design features that have the potential to encourage excessive risk taking. The program contains multiple design features that manage or mitigate these potential risks, including:

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Based upon the above considerations, the Human Resources Committee determined that the Company’s compensation policies and practices are not reasonably likely to create risks that have a material adverse effect on the Company.

Management Succession Planning and Human Capital Management

The Board, consulting with the Human Resources Committee, the Chairman and Chief Executive Officer and others, as it considers appropriate, establishes and reviews policies and procedures regarding succession to the Chief Executive Officer position in the event of emergency or retirement. In furtherance thereof, the Board and the Human ResourceResources Committee meet periodically in executive session to plan for succession with respect to the position of Chief Executive Officer and to monitor management’s succession planning for other key executives.

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Corporate Governance

In 2018, the Human Resources Committee charter was amended to provide that the Human Resources Committee will review and discuss with management the Company’s human capital management practices and policies, including diversity and inclusion initiatives.

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, the Nuclear, Operations and OperationsEnvironmental Sustainability Committee, or the entire Board, as applicable, for consideration. Our recent engagement efforts have influenced:

Board Structure

Board Leadership Structure

The Company’s By-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 individual should serve as both Chairman of the Board and Chief Executive Officer. This decision is based upon the Board’s determination of what is in the best interests of the Company and its shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, skills and experience of the individual(s) filling those positions, and other relevant factors. The independent members of the Board have determined that the

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Board leadership structure that is most appropriate at this time, given the specific characteristics and circumstances of the Company and the skills and experience of Mr. Baxter, is a leadership structure that combines the roles of Chairman of the Board and Chief Executive Officer with Mr. Baxter filling those roles for the following primary reasons:

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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 a one-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. The Company’s Corporate Governance Guidelines set forth the authority, duties and responsibilities of the Board of Directors’ Lead Director as follows:

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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’s By-Laws or the Board of Directors.

Director Independence

Pursuant to NYSE listing standards, the Company’s Board of Directors has adopted a formal set of categorical independence standards with respect to the determination of director independence. These standards are set forth in the Company’s Director Nomination Policy. The provisions of the Director Nomination Policy regarding director independence meet and in some areas exceed the NYSE listing standards. In accordance with the Director Nomination Policy, in order to be considered independent a director must be determined to have no material relationship with the Company other than as a director.

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Corporate Governance

The Director Nomination Policy specifies the criteria by which the independence of our directors will be determined.

Under the Director Nomination Policy, an “independent director” is one who:

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For purposes of determining a “material relationship,” the following standards are utilized:

For purposes of these independence standards, (i) immediate family members of a director include the director’s spouse, parents, stepparents, children, stepchildren, siblings, mother- and father-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone (other than domestic employees) who shares the director’s home and (ii) the term “primary business affiliation” means an entity of which the director or the director’s immediate family member is a principal/executive officer or in which the director or the director’s immediate family member holds at least a five percent equity interest.

In accordance with the Director Nomination Policy, the Board undertook its annual review of director and director nominee independence. During this review, the Board considered transactions and relationships between each director and director nominee or any member of his or her immediate family and the Company 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

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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.

In evaluating the independence of directors, the Board considered all transactions between the Company and entities with which the directors and nominees are associated. Directors Brinkley, Dickson, Eder, Fitzsimmons, Galvin, Harshman and Johnson are affiliated with companies that purchased services from and/or sold services to the Company or its subsidiaries, which services were either rate-regulated or competitively bid. Directors Brinkley, Eder, Fitzsimmons, Galvin and Harshman are affiliated with companies that purchased services from and/or sold services to the Company or its subsidiaries, which services were not rate-regulated or competitively bid but which were entered into in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons. In each case, the Board determined that the transactions were significantly below the thresholds under the director independence standards, under the NYSE requirements, and under the Company’s own standard for determining “material relationships” and did not affect the directors’ independence.

The Board also reviewed all contributions made by the Company and its subsidiaries to charitable organizations with which the directors or their immediate family members serve as an executive officer. The Board determined that the contributions were consistent with similar contributions, were approved in accordance with the Company’s normal procedures and were under the thresholds of the director independence requirements.

All of the referenced transactions discussed above were ordinary course commercial transactions made on an arm’s-length basis and on terms comparable to those generally available to unaffiliated third parties under the same or similar circumstances. The Board considered each of these transactions and relationships and determined that none of them was material or affected the independence of directors involved under either the general independence standards contained in the NYSE’s listing standards or the categorical standards contained in our Director Nomination Policy.

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As a result of this review, the Board, at its meeting in February 2019,2020, affirmatively determined that the following directors are independent under the standards set forth in the Director Nomination Policy: Cynthia J. Brinkley, Catherine S. Brune, J. Edward Coleman, Ward H. Dickson, Noelle K. Eder, Ellen M. Fitzsimmons, Rafael Flores, Richard J. Harshman, Craig S. Ivey, James C. Johnson, Steven H. Lipstein and Stephen R. Wilson; and that Warner L. Baxter, as President and Chief Executive Officer of the Company, is not independent under the Director Nomination Policy. The Board also determined that Walter J. Galvin and Gayle P.W. Jackson, who are currently directors of the Company but who are not standing for reelection and will retire effective as of the Annual Meeting, are independent under such standards.

All members of the Audit and Risk Committee, the Human Resources Committee, the Nominating and Corporate Governance Committee, the Nuclear, Operations and OperationsEnvironmental Sustainability Committee and the Finance Committee of the Board of Directors are independent under the standards set forth in the Director Nomination Policy.

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 2018,2019, all directors other than Mr. Baxter were independent (see “— Board Structure — Director Independence” above). Richard J. Harshman, who currently serves as the Lead Director, presides at the executive sessions. The Lead Director’s duties also include those detailed under “— Board Structure — Board Leadership Structure” above.

Board Committees

The Board of Directors has a standing Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear, Operations and OperationsEnvironmental Sustainability 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 of non-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

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Nomination Policy. In addition, the Nuclear, Operations and OperationsEnvironmental Sustainability Committee and the Finance Committee are currently comprised entirely of non-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.

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Audit and Risk Committee

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Human Resources Committee

Nominating and Corporate Governance Committee

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Nuclear, Operations and OperationsEnvironmental Sustainability Committee

Finance Committee

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Board Practices, Policies and Processes

History of Commitment to Good Governance Practices

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:

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Corporate Governance

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, Operations and OperationsEnvironmental Sustainability 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.

Policy Regarding Communications to the Board of Directors

The Board of Directors has adopted a policy for shareholders and other interested persons to send communications to the Board. Shareholders and other interested persons who desire to communicate with the Company’s directors or a particular director may write to our principal executive offices, to the attention of the Head of Investor Relations: Ameren Corporation, 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 of shares of the Company’s Common Stock that the person holds; if the person submitting the communication is not a shareholder and is submitting the communication to the Lead Director or the non-management directors as an interested party, the nature of the person’s interest in the Company; any special interest, meaning an interest not in the capacity of a shareholder of the Company, of the person in the subject matter of the communication; and the address, telephone number and e-mail address, if any, of the person submitting the communication. Communications received from shareholders and other interested persons to the Board of Directors will be reviewed by the Head of Investor Relations, or such other person designated by all non-management members of the Board, and if such communications are not solicitations, advertisements or other forms of mass mailings, they will be forwarded by the Office of the Secretary to the Lead Director or applicable Board member or members as expeditiously as reasonably practicable.

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, Operations and OperationsEnvironmental Sustainability 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 to the Board on the Board evaluations, and each committee chair reports to the applicable committee on the committee 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.

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Board and Committee Meetings and Annual Meeting Attendance

The Board of Directors held eight meetings during 2018.2019. Each director attended at least 75 percent of the total meetings of the Board and Board committees on which he or she served during the year. The average attendance rate of all directors at Board and Board committee meetings in 20182019 was 9997 percent.

The Company has adopted a policy under which Board members are expected to attend each shareholders’ meeting. At the 20182019 annual meeting of shareholders, all of the then-incumbent directors were in attendance.

Standing Board Committee Governance Practices

The standing Board committees focus on good governance practices. These include:

Director Orientation and Development

Pursuant to the Company’s Corporate Governance Guidelines, the Company provides an orientation program for newly elected directors of the Company. The program, which is conducted no more than six months after the meeting at which the new director is elected, includes:

The Board has also established a director development program that provides directors with the opportunity to receive substantive instruction on topical issues relating to the current and evolving responsibilities of directors of public companies and corporate governance matters. Through this program, each director has the opportunity to attend one or more development programs each year. In addition, the Board typically holds a development session in connection with each of its regularly scheduled meetings. These sessions include presentations by internal and external experts on key operational, financial, environmental or governance issues. In 2018,2019, these sessions included presentations on cybersecurity, diversity and inclusion, crisis management, and energy industry trends.trends, workforce strategy and crisis management.

Corporate Governance Guidelines

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, stock ownership requirements for directors, officers and other members of management.

Director Qualification Standards

Pursuant to the Company’s Corporate Governance Guidelines, directors are expected to advise the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee prior to accepting any other company directorship or any assignment to the audit committee or compensation committee of the board of directors of any other company of which such director is a member. Directors accepting a directorship (or equivalent position) with a not-for-profit organization are also expected to advise the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee before or promptly after accepting such a position.

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Stock Ownership Requirements

Director Stock Ownership Requirement

Since 2007, the Company has had a stock ownership requirement applicable to all of its non-management directors. Under this requirement, as set forth in the Company’s Corporate Governance Guidelines, within the later of five years of the January 1, 2007 effective date or within five years after initial election to the Board, all non-management directors are required to own Company Common Stock equal in value to at least five times their base annual cash retainer and hold such amount of stock throughout their directorship.

If at any time a non-management director does not satisfy the stock ownership requirement, such director must retain at least 50 percent of the after-tax shares acquired by such director subsequent to January 1, 2012 under Ameren’s equity compensation programs until the stock ownership requirement is satisfied.

All non-management directors currently satisfy the stock ownership requirement, with the exception of Director Brinkley, who became a director in 2019 and has until 2024 to meet this requirement, and Directors Dickson, Eder and Ivey, who became directors in 2018 and have until 2023 to meet this requirement.

Management 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 includedAs set forth in the Company’s Corporate Governance Guidelines. The requirement provides thatGuidelines, 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 the after-tax shares acquiredhe or she acquires 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 stock ownership requirements, including taking into account any base salary increases for fiscal year 2019.2020, with the exception of Ms. Amirthalingam, who became a Section 16 officer in 2018 and remains subject to the foregoing retention requirements.

Related Person Transactions Policy

The Board of Directors has adopted the Ameren Corporation Related Person Transactions Policy. This written policy provides that the Nominating and Corporate Governance Committee will review and approve Related Person Transactions (as defined below); provided that the Human Resources Committee will review and approve the compensation of each Company employee who is an immediate family member of a Company director or executive officer and whose annual compensation exceeds $120,000. The Chair of the Nominating and Corporate Governance Committee has been delegated authority to act between Nominating and Corporate Governance Committee meetings.

The policy defines a “Related Person Transaction” as a transaction (including any financial transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)) in which the Company (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000 and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest, other than: (1) competitively bid or regulated public utility services transactions; (2) transactions involving trustee type services; (3) transactions in which the Related Person’s interest arises solely from ownership

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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 Person” is defined as (1) each director, director nominee and executive officer of the Company, (2) any person who is known by the Company (or any subsidiary of the Company) to be the beneficial owner of more than five percent of any class of the Company’s voting securities, (3) immediate family members of the foregoing persons and (4) any entity in which any of the foregoing persons is a general partner or principal or in a similar position or in which such person and all immediate family members of such person has a ten percent or greater beneficial interest.

The Office of the Secretary of the Company assesses whether a proposed transaction is a Related Person Transaction for purposes of the policy.

The policy recognizes that Related Person Transactions may, in some circumstances, be in the best interests of the Company and its shareholders.

The approval procedures in the policy identify the factors the Nominating and Corporate Governance Committee will consider in evaluating whether to approve or ratify Related Person Transactions or material amendments to pre-approved Related Person Transactions. The Nominating and Corporate Governance Committee will consider all of the relevant facts and circumstances available to the Nominating and Corporate Governance Committee, including (if applicable) but not limited to: the benefits to the Company; the actual or apparent conflict of interest of the Related Person in the event of the Related Person Transaction, including, but not limited to, the impact on a director’s independence; the availability and costs of other sources for comparable products or services; the terms of the transaction; the terms available to or from unrelated third parties or to employees generally; and an analysis of the significance of the transaction to both the Company and the Related Person. The Nominating and Corporate Governance Committee will approve or ratify only those Related Person Transactions (a) that are in compliance with applicable SEC rules and regulations, NYSE listing requirements and the Company’s policies, including but not limited to the Principles of Business Conduct and (b) that are in, or are not inconsistent with, the best interests of the Company and its shareholders, as the Nominating and Corporate Governance Committee determines in good faith. The policy provides for the pre-approval by the Nominating and Corporate Governance Committee of certain Related Person Transactions up to one year prior to the commencement of the transaction. The Human Resources Committee will review and approve on an annual basis the compensation of each Company employee who is an immediate family member of a Company director or executive officer and whose total annual compensation exceeds $120,000.

Based on the standards described above and certain determinations made by the Board discussed under “— under“—Board Structure — Director Independence,”we had no Related Person Transactions in 2018.2019.

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Director Compensation

The following table sets forth the compensation paid to non-management directors for fiscal year 2018,2019, other than reimbursement for travel expenses.

20182019 DIRECTOR COMPENSATION TABLE

Role of Director Compensation Consultant

The Nominating and Corporate Governance Committee directly retains Meridian to advise it with respect to director compensation matters. During 2018,2019, Meridian conducted an outside director market pay analysis for the Nominating and Corporate Governance Committee, as discussed further under “— Director Compensation — Fees and Stock Awards” below, and attended a Nominating and Corporate Governance Committee meeting to discuss the analysis. Pursuant to policies and procedures established by the Board of Directors for the purpose of determining whether the work of any compensation consultant raised any conflict of interest, the Nominating and Corporate Governance Committee determined that with respect to director compensation-related matters, no conflict of interest was raised by the work of Meridian.

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Fees and Stock Awards

The compensation program for non-management directors is reviewed on an annual basis by the Nominating and Corporate Governance Committee with a view to provide a pay program that compensates non-management directors at the median of the market. During 2018,2019, this review, in consultation with the Nominating and Corporate Governance Committee’s independent director compensation consultant, included an evaluation of a comparative peer group of companies that was identical to the 2017 PSUP2018 PSU peer group (as discussed under “— Compensation Discussion and Analysis — Long-Term Incentive Compensation”PSU Peer Group” in the proxy statement prepared in connection with the Company’s 20182019 annual meeting of shareholders) to determine the overall competitiveness of pay and prevalence of program features of Ameren’s director compensation program.

As a result of the Nominating and Corporate Governance Committee’s annual review, the Board of Directors approved the following changes to the non-management director compensation program, effective January 1, 2019:2020: increasing the annual cash retainer for the chair of each of the Human Resources Committee, Nominating and Corporate Governance Committee, and Finance Committee by $2,500; increasing the cash retainer for the Lead Director by $5,000;$10,000 and increasing the annual and initial grants of Company Common Stock by $15,000.$10,000. Additionally, the Board of Directors adopted a policy that requires the initial grant of Common Stock to be pro-rated based on the portion of the calendar year for which a new director serves. The 20192020 non-management director compensation program consists of the following cash and stock-based compensation:

Directors Deferred Compensation Plan Participation

The Ameren Corporation Deferred Compensation Plan for Members of the Board of Directors, as amended (the “Directors Deferred Compensation Plan”), offers non-management directors the option to defer all or part of their annual cash retainers, meeting fees and Company Common Stock share awards as described below. The deferred compensation plan available to directors prior to 2009 permitted non-management directors to defer only annual cash retainers and meeting fees. In 2018,2019, each of Directors Eder, Galvin and Ivey elected to defer all of his or her annual cash retainers. Each of Directors Coleman, Dickson, Eder, Flores, Galvin, Ivey and Johnson elected to defer all of his 2018or her 2019 stock award under the Directors Deferred Compensation Plan.

All deferrals of Company Common Stock awards pursuant to the Directors Deferred Compensation Plan are converted to “Stock Units,” representing each share of Company Common Stock awarded to and deferred by the participant. Stock Units are not considered actual shares of Company Common Stock, and participants have no rights as an Ameren shareholder with respect to any Stock Units until shares of Company Common Stock are delivered in accordance with the Directors Deferred Compensation Plan. Participants will have the right to receive dividend equivalents on Stock Units as of each dividend payment date, which are to be converted to additional Stock Units on the dividend payment date in accordance with the 2006 Plan andor the 2014 Plan, as applicable. The price used for converting dividend equivalents to additional Stock Units is the 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.

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All payments under the Directors Deferred Compensation Plan relating to deferrals of a director’s Company Common Stock award (including dividend equivalents which will be converted into additional Stock Units) will be made in the form of one share of Company Common Stock for each whole Stock Unit and cash equal to the fair market value of each fraction of a Stock Unit credited to the participant’s account.

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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.In2010. In October 2010, the Company adopted an amendment to the Directors Deferred Compensation Plan for plan years beginning on and after January 1, 2011 to change the measurement period for the applicable interest rates for cash amounts deferred under such plan prior to January 1, 2010. Pursuant to the amended Directors Deferred Compensation Plan, cash amounts deferred (and interest attributable thereto) accrue interest at the rate to be applied to the participant’s account balance depending on (1) the plan year for which the rate is being calculated and (2) the year in which the deferral was made, as follows:

After the participant director retires or dies, the deferred amounts (and interest attributable thereto) accrue interest as follows:

As a result of the changes described in the narrative preceding the tables above, there are no above-market or preferential earnings on compensation deferred with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010.

A participant director may choose to receive the deferred amounts upon ceasing to be a member of the Company’s Board of Directors at age 55 or over in a lump sum payment or in installments over a set period of up to 15 years. However, in the event a participant ceases being a member of the Company’s Board of Directors prior to age 55, the balance in such participant’s deferral account shall be distributed in a lump sum to the participant within 30 days of the date the participant ceases being a member of the Company’s Board of Directors. In the event a participant ceases being a member of the Company’s Board of Directors prior to age 55 and after the occurrence of a Change of Control (as hereinafter defined under “— Compensation Tables and Narrative Disclosures — Potential Payments Upon Termination or Change of Control”), the balance in such director’s deferral account, with any interest payable as

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described in Table A above, shall be distributed in a lump sum to the director within 30 days after the date the director ceases being a member of the Company’s Board of Directors. In the event that the Company ceases to exist or is no longer publicly traded on the NYSE or the NASDAQ Stock Market (“NASDAQ”), upon the occurrence of such Change of Control, any Stock Units held by a participating director will be converted to a cash value upon the Change of Control and thereafter will be credited with interest as described in Table A above until distributed. The cash value of the Stock Unit will equal the value of one share of Company Common Stock based upon the closing price on the NYSE or NASDAQ on the last trading day prior to the Change of Control.

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	ITEM 2 Advisory Vote to Approve Executive Compensation (Say-on-Pay) ●The Company is asking shareholders to approve, on an advisory basis, the compensation of the executives named in the 20182019 Summary Compensation Table in this proxy statement (the “Named Executive Officers”, or “NEOs”). ●For more information about the NEOs’ compensation, please see the Executive Compensation discussion on pages 43-75.45-80.
		Board Recommendation for Advisory Vote to Approve Executive Compensation (Say-on-Pay) Your Board of Directors unanimously recommends a vote “FOR” the Advisory Approval of the Compensation of the named executive officers disclosed in this proxy statement.

In accordance with Section 14A of the Exchange Act, the Company is providing shareholders with the right to cast an advisory vote to approve the compensation of the NEOs at the Annual Meeting. 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 for NEOs through the following resolution:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the NEOs, as disclosed in the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures in this proxy statement.”

Please refer to the section entitled “Executive Compensation” of this proxy statement for a detailed discussion of our executive compensation principles and practices and the 20182019 compensation of our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation principles and practices and the 20182019 compensation of our NEOs.

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 developing future compensation programs for NEOs. It is currently expected that shareholders will be given an opportunity to cast an advisory vote on this topic annually, with the next opportunity occurring in connection with the Company’s annual meeting in 2020.2021.

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Executive Compensation

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 Human Resources Committee (the “Committee”) of the Board of Directors discharges the Board’s responsibilities relating to compensation of the Company’s executive officers. The Committee approves and evaluates all compensation of executive officers, including salaries, bonuses and other compensation plans, policies and programs of the Company. The Committee also fulfills its duties with respect to the Compensation Discussion and Analysis and Human Resources Committee Report portions of the proxy statement, as described in the Committee’s Charter. The Compensation Discussion and Analysis has been prepared by management of the Company.

The Committee met with management of the Company and the Committee’s independent consultant to review and discuss the Compensation Discussion and Analysis. Based on the foregoing review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement, and the Board approved that recommendation.

Human Resources Committee:

James C. Johnson,Chairman
Cynthia J. Brinkley
Richard J. Harshman
Steven H. Lipstein
Stephen R. Wilson

Compensation Discussion and Analysis

Executive Overview

This Compensation Discussion and Analysis (“CD&A”) describes the compensation decisions made for 20182019 with respect to our NEOs. Our NEOs are listed in the following table and the Summary Compensation Table on page 61.63.

NAMED EXECUTIVE OFFICERS

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20182019 Company Business Highlights

The successful execution of our strategy drove strong results in 2018,2019, as well as over the past five years. Key financial and operational highlights include the following:

Financial Highlights

Operational and Regulatory Highlights

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20182019 Executive Compensation Highlights

The Company’s pay-for-performance program led to the following actual 20182019 compensation being earned:

Guiding Objectives

Our objective for compensation of the NEOs is to provide a competitive total compensation program that is based on the size-adjusted median of the compensation opportunities provided by similar utility companies, adjusted for our short- and long-term performance and the individual’s performance. The adjustment for our performance aligns the long-term interests of the NEOs with that of our shareholders to maximize shareholder value.

Our compensation philosophy and related governance features are executed by several specific policies and practices that are designed to align our executive compensation with long-term shareholder interests, including:

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Overview of Executive Compensation Program Components

In 2018,2019, our compensation program for the NEOs consisted of several compensation elements, each of which is discussed in more detail below.