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Ameren (NYSE: AILIH) investors back board, executive pay and PwC

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ameren Corporation and its utility subsidiaries reported the results of their May 14, 2026 annual shareholder meetings. All Ameren director nominees were elected, with individual support generally exceeding 200 million votes for each candidate and sizable broker non-vote totals reflecting held-in-street-name shares.

Shareholders gave advisory approval to Ameren’s executive compensation, with 208,210,735 votes for, 9,383,298 against and 951,507 abstentions, indicating clear but not unanimous support. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, by 232,732,466 votes for, 9,840,141 against and 492,793 abstentions.

At Ameren Missouri, all five director nominees each received 102,123,834 votes for election with no withheld votes, abstentions or broker non-votes. At Ameren Illinois, all five nominees each received 25,452,373 votes for election, also with no withheld votes, abstentions or broker non-votes, indicating unanimous support among shares voted at the utility subsidiaries.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Say-on-pay votes for 208,210,735 votes Advisory approval of executive compensation
Say-on-pay votes against 9,383,298 votes Advisory approval of executive compensation
Auditor ratification votes for 232,732,466 votes PwC ratification for fiscal year ending December 31, 2026
Auditor ratification votes against 9,840,141 votes PwC ratification for fiscal year ending December 31, 2026
Ameren Missouri director votes 102,123,834 votes Votes for each Ameren Missouri director nominee
Ameren Illinois director votes 25,452,373 votes Votes for each Ameren Illinois director nominee
Director votes for Cynthia J. Brinkley 211,811,213 votes Ameren Corporation director election
Broker non-votes on Ameren items 24,519,860 votes Broker non-votes for each Ameren director and say-on-pay item
Broker Non-Votes financial
"Votes For ... Abstentions ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Advisory Approval of Executive Compensation financial
"Item (2): Advisory Approval of Executive Compensation"
Independent Registered Public Accounting Firm financial
"Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Submission of Matters to a Vote of Security Holders regulatory
"ITEM 5.07 Submission of Matters to a Vote of Security Holders."
Annual Meeting financial
"held on May 14, 2026 (“Annual Meeting”)"
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
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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 14, 2026

 

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 14, 2026 (“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 
Cynthia J. Brinkley   211,811,213    6,224,999    509,328    24,519,860 
Ward H. Dickson   215,897,083    2,148,175    500,282    24,519,860 
Jamie L. Engstrom   216,191,429    1,854,870    499,241    24,519,860 
Ellen M. Fitzsimmons   210,790,937    7,306,393    448,210    24,519,860 
Rafael Flores   212,466,281    5,556,585    522,674    24,519,860 
Richard J. Harshman   211,458,704    6,517,496    569,340    24,519,860 
Craig S. Ivey   213,177,307    4,882,181    486,052    24,519,860 
Steven H. Lipstein   203,929,254    14,096,981    519,305    24,519,860 
Martin J. Lyons, Jr.   211,634,204    6,520,326    391,010    24,519,860 
Leo S. Mackay, Jr.   215,933,079    2,121,870    490,591    24,519,860 
Timothy S. Rausch   215,974,758    1,948,882    621,900    24,519,860 
Steven O. Vondran   215,831,571    2,064,068    649,901    24,519,860 

 

Item (2): Advisory Approval of Executive Compensation

 

Vote Result  Votes For   Votes Against   Abstentions   Broker Non-Votes 
Approved   208,210,735    9,383,298    951,507    24,519,860 

 

Item (3): Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

 

Vote Result  Votes For   Votes Against   Abstentions   Broker Non-Votes 
Approved   232,732,466    9,840,141    492,793     

 

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: Michael L. Moehn, Ajay K. Arora, David M. Feinberg, Ryan J. Martin, and Leonard P. Singh. 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: Patrick E. Smith Sr., David M. Feinberg, Michael L. Moehn, Theresa A. Shaw, and Leonard P. Singh. 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.

 

 

 

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/ David M. Feinberg
  Name: David M. Feinberg
  Title: Executive Vice President, General Counsel and Secretary
   
  UNION ELECTRIC COMPANY
  (Registrant)
     
  By: /s/ David M. Feinberg
  Name: David M. Feinberg
  Title: Executive Vice President, General Counsel and Secretary
   
  AMEREN ILLINOIS COMPANY
  (Registrant)
     
  By: /s/ David M. Feinberg
  Name: David M. Feinberg
  Title: Executive Vice President, General Counsel and Secretary

 

Date: May 18, 2026

 

 

FAQ

What did Ameren (AILIH) shareholders decide at the 2026 annual meeting?

Shareholders elected all Ameren board nominees, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent auditor for the 2026 fiscal year. Utility subsidiaries Ameren Missouri and Ameren Illinois also saw all director nominees elected with unanimous support among votes cast.

How did Ameren (AILIH) shareholders vote on executive compensation in 2026?

Ameren’s executive compensation received advisory approval, with 208,210,735 votes for, 9,383,298 against and 951,507 abstentions. This shows strong, though not unanimous, support for the company’s pay programs, while still giving the board feedback from a sizable minority that voted against the proposal.

Was PricewaterhouseCoopers reappointed as Ameren (AILIH) auditor?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Ameren’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 232,732,466 votes for, 9,840,141 against and 492,793 abstentions. No broker non-votes applied to this routine audit ratification item.

Were all Ameren (AILIH) director nominees elected in 2026?

All listed Ameren director nominees, including Martin J. Lyons, Jr., Leo S. Mackay, Jr. and others, were elected. Each nominee received over 203 million votes for election, with varying levels of votes against or abstentions, plus 24,519,860 broker non-votes recorded for each director item.

How did Ameren Missouri shareholders vote for directors in 2026?

Ameren Missouri shareholders elected Michael L. Moehn, Ajay K. Arora, David M. Feinberg, Ryan J. Martin and Leonard P. Singh. Each director received 102,123,834 votes for election, with no withheld votes, abstentions or broker non-votes, indicating unanimous support among the shares that were voted.

What were the Ameren Illinois 2026 director election results?

Ameren Illinois shareholders elected Patrick E. Smith Sr., David M. Feinberg, Michael L. Moehn, Theresa A. Shaw and Leonard P. Singh. Each nominee received 25,452,373 votes for election, with no withheld votes, abstentions or broker non-votes, reflecting complete support among the shares that participated.

Filing Exhibits & Attachments

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