AMEREN CORP — Proxy Solicitation & Information Statement 2020

Mar 26, 2020

DEFA14A 1 aee3706041-def14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______ SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) _______

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to § 240.14a-12

Ameren Corporation (Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if
any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

Field: Page; Sequence: 1

Field: /Page

* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 7, 2020.

AMEREN CORPORATION 1901 CHOUTEAU AVENUE ST. LOUIS, MO 63103

Meeting Information
Meeting Type:	Annual Meeting
For holders as of:	March 9, 2020
Date: May 7, 2020	Time: 10:00 a.m. CDT
Location:	Meeting live via the Internet - please visit www.virtualshareholdermeeting.com/AEE2020

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com , scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Field: Page; Sequence: 2

Field: /Page

Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT	ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.

Please choose one of the following methods to make your request:

1) BY INTERNET :	www.proxyvote.com
2) BY TELEPHONE :	1-800-579-1639
3) BY E-MAIL* :	sendmaterial@proxyvote.com

• If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

Please make the request as instructed above on or before April 23, 2020 to facilitate timely delivery.

How To Vote Please Choose One of the Following Voting Methods SCAN TO VIEW MATERIALS & VOTE

Vote By Internet Before the Meeting: Go to www.proxyvote.com or scan the QR Barcode above.

Vote By Internet During the Meeting: Go to www.virtualshareholdermeeting.com/AEE2020. You may attend the meeting and vote during the meeting when the polls are open via the Internet. We recommend, however, that you vote before the meeting even if you plan to participate in the meeting, since you can change your vote during the meeting by voting when the polls are open. Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Field: Page; Sequence: 3

Field: /Page

Voting Items

| The
Board of Directors recommends you vote FOR the following: | |
| --- | --- |
| ITEM 1 | |
| COMPANY PROPOSAL
- ELECTION OF DIRECTORS—NOMINEES FOR DIRECTOR | |
| 1a. | WARNER L. BAXTER |
| 1b. | CYNTHIA J. BRINKLEY |
| 1c. | CATHERINE S. BRUNE |
| 1d. | J. EDWARD COLEMAN |
| 1e. | WARD H. DICKSON |
| 1f. | NOELLE K. EDER |
| 1g. | ELLEN M. FITZSIMMONS |
| 1h. | RAFAEL FLORES |
| 1i. | RICHARD J. HARSHMAN |
| 1j. | CRAIG S. IVEY |
| 1k. | JAMES C. JOHNSON |
| 1l. | STEVEN H. LIPSTEIN |
| 1m. | STEPHEN R. WILSON |

The Board of Directors recommends you vote FOR the following proposals:
ITEM 2 –	COMPANY PROPOSAL - ADVISORY APPROVAL OF COMPENSATION OF THE NAMED EXECUTIVE OFFICERS DISCLOSED IN THE PROXY STATEMENT.
ITEM 3 –	COMPANY PROPOSAL - RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020.
The Board of Directors recommends that you vote AGAINST the following:
ITEM 4 –	SHAREHOLDER PROPOSAL REQUESTING AN INDEPENDENT BOARD CHAIR.
NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof.

Field: Page; Sequence: 3

Field: /Page

Field: Page; Sequence: 4

Field: /Page