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AMEREN CORP

Regulatory Filings May 13, 2024

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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 9, 2024

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 9, 2024 (“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 — Cynthia J. Brinkley 207,290,377 1,829,051 634,590 23,579,966
Catherine S. Brune 201,687,863 7,459,473 606,682 23,579,966
Ward H. Dickson 207,626,216 1,468,109 659,693 23,579,966
Noelle K. Eder 207,560,254 1,565,397 628,367 23,579,966
Ellen M. Fitzsimmons 203,673,849 5,454,475 625,694 23,579,966
Rafael Flores 202,636,736 6,469,316 647,966 23,579,966
Kimberly J. Harris 207,698,023 1,435,659 620,336 23,579,966
Richard J. Harshman 206,670,340 2,424,193 659,485 23,579,966
Craig S. Ivey 207,429,431 1,668,307 656,280 23,579,966
James C. Johnson 204,482,979 4,614,774 656,265 23,579,966
Steven H. Lipstein 205,305,779 3,790,678 657,561 23,579,966
Martin J. Lyons, Jr. 202,520,388 6,642,676 590,954 23,579,966
Leo S. Mackay, Jr. 207,335,211 1,753,655 665,152 23,579,966

Item (2): Advisory Approval of Executive Compensation

Vote Result — Approved 199,569,907 9,094,522 1,089,589 23,579,966

Item (3): Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024

Vote Result — Approved 223,621,608 9,002,913 709,463

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, 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.

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 13, 2024

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