AMEREN CORP

Regulatory Filings • Dec 16, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2024

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AMEREN CORPORATION

(Exact Name of Registrant as Specified in Charter)

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Missouri	1-14756	43-1723446
(State or other jurisdiction of incorporation)	(Commission
File Number)	(IRS Employer Identification Number)

1901 Chouteau Avenue , St. Louis , Missouri 63103

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: ( 314 ) 621-3222

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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). ¨

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. ¨

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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On December 13, 2024, the Board of Directors (the "Board") of Ameren Corporation ("Ameren") elected Mr. Steven O. Vondran to the Board, with a term beginning on January 1, 2025, and expiring at Ameren's Annual Meeting of Shareholders in 2025. Also effective January 1, 2025, the Board appointed Mr. Vondran to the Finance Committee and the Nuclear, Operations and Environmental Sustainability Committee of the Board. No arrangement or understanding exists between Mr. Vondran and Ameren or, to Ameren's knowledge, any other person or persons pursuant to which Mr. Vondran was selected as a director. Mr. Vondran will receive compensation for Board and committee service consistent with the compensation paid to the other non-employee directors of Ameren; in 2025, this compensation consists of an annual cash retainer of $125,000 and an annual grant of Ameren common stock valued at $170,000.

Mr. Vondran is the President and Chief Executive Officer, and a member of the board of directors, of American Tower Corporation ("American Tower"), a global real estate investment trust and independent owner, operator and developer of multitenant communications real estate with a portfolio of over 148,000 communications sites and a highly interconnected footprint of U.S. data center facilities. Mr. Vondran has held various leadership positions since joining American Tower in 2000, including serving as Executive Vice President and Global Chief Operating Officer from November 2023 through February 2024, and as Executive Vice President and President, US Tower Division from August 2018 through October 2023.

Mr. Vondran had no business relationships with Ameren or its subsidiaries in 2023 or to the date hereof in 2024 which are required to be reported under Item 404(a) of the Securities and Exchange Commission Regulation S-K.

ITEM 7.01 Regulation FD Disclosure.

On December 16, 2024, Ameren issued a press release announcing Mr. Vondran's election to the Board. A copy of that press release is furnished as Exhibit 99.1 to this Report.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Title
99.1	Press release issued on December 16, 2024, by Ameren.
104	Cover Page Interactive Data File (formatted as Inline
XBRL)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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

Date: December 16, 2024

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