Ameren Corp. Announces 2024 Annual Meeting of Shareholders

Ticker: AEE · Form: DEF 14A · Filed: Mar 26, 2024 · CIK: 1002910

Ameren Corp DEF 14A Filing Summary
FieldDetail
CompanyAmeren Corp (AEE)
Form TypeDEF 14A
Filed DateMar 26, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$3.6 billion, $4.7 billion, $1.8 billion, $100 million, $215 million
Sentimentbullish

Sentiment: bullish

Topics: Ameren Corp, Annual Meeting, Proxy Statement, Infrastructure Investment, Clean Energy

TL;DR

<b>Ameren Corporation invites shareholders to its 2024 Annual Meeting on May 9, 2024, highlighting $3.6 billion in 2023 infrastructure investments and a $4.7 billion clean energy plan.</b>

AI Summary

AMEREN CORP (AEE) filed a Proxy Statement (DEF 14A) with the SEC on March 26, 2024. Ameren Corporation will hold its 2024 Annual Meeting of Shareholders virtually on May 9, 2024, at 10 a.m. CDT. In 2023, the company invested approximately $3.6 billion in electric and natural gas energy infrastructure. Ameren Missouri filed its 2023 Integrated Resource Plan (IRP) outlining $4.7 billion in investment opportunities from 2024-2028. The IRP aims for a balanced path to achieving net-zero carbon emissions by 2045. The company focuses on investing in rate-regulated infrastructure, enhancing regulatory frameworks, and advocating for responsible policies.

Why It Matters

For investors and stakeholders tracking AMEREN CORP, this filing contains several important signals. The virtual-only format for the annual meeting allows for broader shareholder participation regardless of location. The company's continued investment in infrastructure and clean energy plans signal a commitment to long-term growth and sustainability, potentially appealing to ESG-focused investors.

Risk Assessment

Risk Level: low — AMEREN CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic shifts that would indicate high risk.

Analyst Insight

Shareholders should review the proxy statement for details on executive compensation, board nominations, and voting matters to exercise their shareholder rights effectively.

Key Numbers

  • 2024 — Annual Meeting Year (Ameren Corporation's 2024 Annual Meeting of Shareholders)
  • May 9 — Annual Meeting Date (Date of the 2024 Annual Meeting of Shareholders)
  • 10:00 a.m. CDT — Annual Meeting Time (Time of the 2024 Annual Meeting of Shareholders)
  • $3.6 billion — 2023 Infrastructure Investment (Amount invested in electric and natural gas energy infrastructure in 2023)
  • $4.7 billion — IRP Investment Opportunities (2024-2028) (Aggregate investment opportunities outlined in Ameren Missouri's 2023 IRP)
  • 2045 — Net-Zero Emissions Target Year (Target year for achieving net-zero carbon emissions)

Key Players & Entities

  • AMEREN CORP (company) — Filer name
  • 2024 (date) — Annual Meeting Year
  • May 9, 2024 (date) — Annual Meeting Date
  • 10 a.m. CDT (time) — Annual Meeting Time
  • $3.6 billion (dollar_amount) — 2023 infrastructure investment
  • $4.7 billion (dollar_amount) — IRP investment opportunities 2024-2028
  • 2045 (date) — Net-zero carbon emissions target year
  • Ameren Missouri (company) — Subsidiary filing IRP

FAQ

When did AMEREN CORP file this DEF 14A?

AMEREN CORP filed this Proxy Statement (DEF 14A) with the SEC on March 26, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by AMEREN CORP (AEE).

Where can I read the original DEF 14A filing from AMEREN CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by AMEREN CORP.

What are the key takeaways from AMEREN CORP's DEF 14A?

AMEREN CORP filed this DEF 14A on March 26, 2024. Key takeaways: Ameren Corporation will hold its 2024 Annual Meeting of Shareholders virtually on May 9, 2024, at 10 a.m. CDT.. In 2023, the company invested approximately $3.6 billion in electric and natural gas energy infrastructure.. Ameren Missouri filed its 2023 Integrated Resource Plan (IRP) outlining $4.7 billion in investment opportunities from 2024-2028..

Is AMEREN CORP a risky investment based on this filing?

Based on this DEF 14A, AMEREN CORP presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic shifts that would indicate high risk.

What should investors do after reading AMEREN CORP's DEF 14A?

Shareholders should review the proxy statement for details on executive compensation, board nominations, and voting matters to exercise their shareholder rights effectively. The overall sentiment from this filing is bullish.

How does AMEREN CORP compare to its industry peers?

Ameren Corporation operates as a regulated electric and gas utility company, providing essential energy services to customers in the Midwest.

Are there regulatory concerns for AMEREN CORP?

The company operates under various state and federal regulatory bodies that oversee utility rates, service standards, and environmental compliance.

Industry Context

Ameren Corporation operates as a regulated electric and gas utility company, providing essential energy services to customers in the Midwest.

Regulatory Implications

The company operates under various state and federal regulatory bodies that oversee utility rates, service standards, and environmental compliance.

What Investors Should Do

  1. Review the proxy statement for proposals and director nominations before the May 9th meeting.
  2. Vote on matters presented at the virtual annual meeting.
  3. Monitor future filings for updates on the $4.7 billion clean energy investment plan.

Key Dates

  • 2024-05-09: 2024 Annual Meeting of Shareholders — Key date for shareholder voting and company updates.

Year-Over-Year Comparison

This filing is a Definitive Proxy Statement (DEF 14A) for the 2024 Annual Meeting, following the typical schedule for such corporate governance disclosures.

Filing Stats: 4,213 words · 17 min read · ~14 pages · Grade level 18 · Accepted 2024-03-26 16:18:24

Key Financial Figures

  • $3.6 billion — 23 include: We invested approximately $3.6 billion in electric and natural gas energy infr
  • $4.7 billion — vestment opportunities of approximately $4.7 billion between 2024-2028 to facilitate our cle
  • $1.8 billion — , which MISO estimates will represent a $1.8 billion investment, are designed to ensure the
  • $100 million — , which together represent an estimated $100 million investment. We continued to deliver o
  • $215 million — e incident rate. Also, we provided over $215 million in energy efficiency and philanthropic
  • $210 million — e end of 2028 Investing approximately $210 million annually over the next several years to
  • $2.68 — annualized equivalent dividend rate of $2.68 per share provides attractive yield; an
  • $4.38 — as well as over the past five years. $4.38 Earnings per diluted share (GAAP)
  • $4.41 — Earnings per diluted share (GAAP) $4.41* Weather-normalized earnings per dilu
  • $3.6billion — earnings per diluted share (non-GAAP) $3.6billion in infrastructure In 2023, Ameren ea
  • $16.1 billion — ber 31, 2023, we invested approximately $16.1 billion in energy infrastructure, which drove r

Filing Documents

lection of Directors

Item 1Election of Directors 19 Information Concerning Nominees to the Board of Directors 19 Board Composition and Refreshment 28 The Board's Role and Responsibilities 30 Board Structure 35 Board Committees 39 Board Practices, Policies and Processes 44 Director Compensation 48

EXECUTIVE COMPENSATION MATTERS

EXECUTIVE COMPENSATION MATTERS 52

dvisory Approval of Executive Compensation (Say-on-Pay)

Item 2Advisory Approval of Executive Compensation (Say-on-Pay) 52

Executive Compensation

Executive Compensation 53 Human Resources Committee Report 53 Compensation Discussion and Analysis 53 Executive Overview 53 Mix of Pay 60 Base Salary 61 Short-Term Incentive Compensation 61 Long-Term Incentive Compensation 66 Perquisites 70 Retirement Benefits 70

Executive Compensation Decision-Making Process

Executive Compensation Decision-Making Process 71 Other Compensation Matters 74 Compensation Tables and Narrative Disclosures 76 CEO Pay Ratio 90 Pay Versus Performance 91 AUDIT MATTERS 95 Item 3Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 95 Selection of Independent Registered Public Accounting Firm 95 Fees for Fiscal Years 2023 and 2022 96 Policy Regarding the Pre-Approval of Independent Registered Public Accounting Firm Provision of Audit, Audit-Related and Non-Audit Services 97 Audit and Risk Committee Report 97

SECURITY OWNERSHIP

SECURITY OWNERSHIP 99

Security Ownership of More Than Five Percent Shareholders

Security Ownership of More Than Five Percent Shareholders 99

Security Ownership of Directors and Management

Security Ownership of Directors and Management 100 Delinquent Section 16(a) Reports 101 ADDITIONAL INFORMATION 102 Questions and Answers About the Annual Meeting and Voting 102 Other Matters 106 Shareholder Proposals 107 Proxy Solicitation 107 Form 10-K 108 Forward-Looking Information 108 APPENDIX A—Reconciliation of Non-GAAP Information A-1 2024 Proxy Statement 5 TABLE OF CONTENTS Proxy Statement Summary Below is a summary of information regarding the items to be voted on at the Annual Meeting. You should read the entire proxy statement carefully before voting. Company Overview Ameren Corporation ("Ameren" or the "Company") is a public utility holding company headquartered in St. Louis, Missouri. Ameren serves 2.4 million electric customers and more than 900,000 natural gas customers in a 64,000-square-mile area through its rate-regulated utility subsidiaries: Union Electric Company, doing business as Ameren Missouri ("Ameren Missouri"), and Ameren Illinois Company, doing business as Ameren Illinois ("Ameren Illinois"). Ameren Missouri provides electric generation, transmission and distribution service, as well as natural gas distribution service. Ameren Illinois provides electric transmission and distribution service and natural gas distribution service, but does not own any power generating assets. Ameren Transmission Company of Illinois operates a Federal Energy Regulatory Commission rate-regulated electric transmission business in the Midcontinent Independent System Operator, Inc. Our Sustainability Value Proposition for Customers, Shareholders and the Environment Ameren's strategy is to invest in rate-regulated energy infrastructure, continuously improve operating performance, and advocate for responsible energy policies to deliver superior customer and shareholder value. Our ability to achieve our mission and vision and deliver superior long-term, sustainable value to our customers, communities and shareh

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