AMEREN CORP

Regulatory Filings • May 12, 2023

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 11, 2023

Commission File Number	Exact Name of Registrant as Specified in Charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification Number
1-14756	Ameren
Corporation ( Missouri Corporation) 1901
Chouteau Avenue St.
Louis , Missouri 63103 ( 314 ) 621-3222	43-1723446
1-2967	Union
Electric Company ( Missouri Corporation) 1901
Chouteau Avenue St.
Louis , Missouri 63103 ( 314 ) 621-3222	43-0559760
1-3672	Ameren Illinois Company ( Illinois Corporation) 10 Richard Mark Way Collinsville , Illinois 62234 ( 618 ) 343-8150	37-0211380

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
Stock, $0.01 par value per share | AEE | New York Stock Exchange |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

	Emerging Growth Company
Ameren Corporation	¨
Union Electric Company	¨
Ameren Illinois Company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Ameren Corporation	¨
Union Electric Company	¨
Ameren Illinois Company	¨

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ITEM 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of each of Ameren Corporation (“Ameren”), Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”), and Ameren Illinois Company, doing business as Ameren Illinois (“Ameren Illinois”), held on May 11, 2023 (“Annual Meeting”), the matters listed below were submitted to a vote of each company’s respective shareholders.

Ameren

Item (1): Election of Directors

The following individuals (comprising Ameren’s full Board of Directors) were elected:

| Name | Votes
For | Votes
Against | Abstentions | Broker
Non-Votes |
| --- | --- | --- | --- | --- |
| Warner
L. Baxter | 196,489,386 | 6,359,418 | 441,041 | 23,759,108 |
| Cynthia
J. Brinkley | 197,823,173 | 4,947,528 | 519,144 | 23,759,108 |
| Catherine
S. Brune | 191,713,360 | 11,043,256 | 533,229 | 23,759,108 |
| J.
Edward Coleman | 200,359,873 | 2,383,964 | 546,008 | 23,759,108 |
| Ward
H. Dickson | 200,664,063 | 2,037,998 | 587,784 | 23,759,108 |
| Noelle
K. Eder | 200,125,028 | 2,618,699 | 546,118 | 23,759,108 |
| Ellen
M. Fitzsimmons | 200,377,029 | 2,352,425 | 560,391 | 23,759,108 |
| Rafael
Flores | 199,930,621 | 2,862,125 | 497,099 | 23,759,108 |
| Richard
J. Harshman | 201,105,507 | 1,583,581 | 600,757 | 23,759,108 |
| Craig
S. Ivey | 201,049,727 | 1,710,874 | 529,244 | 23,759,108 |
| James
C. Johnson | 195,782,632 | 6,947,619 | 559,594 | 23,759,108 |
| Steven
H. Lipstein | 196,703,236 | 5,994,238 | 592,371 | 23,759,108 |
| Martin
J. Lyons, Jr. | 200,996,267 | 1,790,636 | 502,942 | 23,759,108 |
| Leo
S. Mackay, Jr. | 200,401,779 | 2,306,195 | 581,871 | 23,759,108 |

Item (2): Advisory Approval of Executive Compensation

Vote Result	Votes For	Votes Against	Abstentions	Broker Non-Votes
Approved	195,075,541	7,272,936	941,368	23,759,108

Item (3): Advisory Approval of the Frequency of Executive Compensation Shareholder Advisory Vote

Vote Result	Every Year	Every Two Years	Every Three Years	Abstentions	Broker Non-Votes
Every Year	199,790,111	589,712	2,147,881	762,141	—

Based on these results, the Board of Directors has determined that Ameren will hold a non-binding advisory vote on the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement, every year.

Item (4): Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023

Vote Result	Votes For	Votes Against	Abstentions	Broker Non-Votes
Approved	216,552,867	9,834,442	661,644	—

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Item (5): Shareholder Proposal Regarding Adoption of Scope 1 and 2 Carbon Emissions Targets

Vote Result	Votes For	Votes Against	Abstentions	Broker Non-Votes
Not Approved	27,710,328	173,173,775	2,405,742	23,759,108

Ameren Missouri

Item (1): Election of Directors

At Ameren Missouri’s Annual Meeting, the following individuals (comprising Ameren Missouri’s full Board of Directors) were elected: Mark C. Birk, Bhavani Amirthalingam, Fadi M. Diya, Michael L. Moehn, and Chonda J. Nwamu. Each individual received 102,123,834 votes for election and no withheld votes, abstentions or broker non-votes.

Ameren Illinois

Item (1): Election of Directors

At Ameren Illinois’ Annual Meeting, the following individuals (comprising Ameren Illinois’ full Board of Directors) were elected: Leonard P. Singh, Michael L. Moehn, Chonda J. Nwamu, Theresa A. Shaw, and Patrick E. Smith. Each individual received 25,452,373 votes for election and no withheld votes, abstentions or broker non-votes.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Title

104 Cover Page Interactive Data File (formatted as Inline XBRL)

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This combined Form 8-K is being filed separately by Ameren Corporation, Union Electric Company and Ameren Illinois Company (each a “registrant”). Information contained herein relating to any individual registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

AMEREN CORPORATION
(Registrant)
By:	/s/
Chonda J. Nwamu
Name:	Chonda J. Nwamu
Title:	Executive Vice President, General Counsel and
Secretary
UNION ELECTRIC COMPANY
(Registrant)
By:	/s/ Chonda J.
Nwamu
Name:	Chonda J. Nwamu
Title:	Executive Vice President, General Counsel and
Secretary
AMEREN ILLINOIS COMPANY
(Registrant)
By:	/s/ Chonda J.
Nwamu
Name:	Chonda J. Nwamu
Title:	Executive Vice President, General Counsel and
Secretary

Date: May 12, 2023

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