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): February 13, 2015

 

 

AMEREN CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

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

 

 

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))

 

 

 

 

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

 

(d) On February 13, 2015, the Board of Directors (the “Board”) of Ameren Corporation (“Ameren”) increased the size of the Board from eleven to twelve directors and elected J. Edward Coleman to fill the vacancy created by the new directorship for a term expiring at Ameren’s Annual Meeting of Shareholders in 2015. Mr. Coleman’s election to the Board is effective as of February 16, 2015. No arrangement or understanding exists between Mr. Coleman and Ameren, or, to Ameren’s knowledge, any other person or persons pursuant to which Mr. Coleman was selected as a director. On February 13, 2015, the Board also appointed Mr. Coleman to Ameren’s Nuclear Oversight and Environmental Committee, effective as of February 16, 2015, and to Ameren’s Audit and Risk Committee, effective as of April 22, 2015. Mr. Coleman will receive director’s compensation for service on the Board and the committees he is named to as discussed under “Director Compensation” in Ameren’s 2014 definitive proxy statement filed with the Securities and Exchange Commission on March 11, 2014. Mr. Coleman is the retired Chairman and Chief Executive Officer of Unisys Corporation (“Unisys”) (NYSE: UIS), a publicly traded global information technology company. Mr. Coleman served as Chief Executive Officer of Unisys from 2008 to 2014 and as Chief Executive Officer of Gateway, Inc. from 2006 until 2008.

 

     Unisys, for which Mr. Coleman served as Chairman and Chief Executive Officer until December 1, 2014, had no business relationships with Ameren or its subsidiaries in 2014 or to the date hereof in 2015 which are required to be reported under Item 404(a) of Securities and Exchange Commission Regulation S-K.

ITEM 7.01 Regulation FD Disclosure.

On February 13, 2015, Ameren issued a press release announcing Mr. Coleman’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 dated February 13, 2015.

 

 

1

SIGNATURES

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

 

AMEREN CORPORATION

(Registrant)

By:   /s/ Martin J. Lyons, Jr.
Name:     Martin J. Lyons, Jr.
Title:  

Executive Vice President and

Chief Financial Officer

Date: February 13, 2015

 

Exhibit Index

 

Exhibit

Number

   

Title

99.1    Press Release dated February 13, 2015.


Exhibit 99.1

 

LOGO

 

Contacts:

 Media Analysts
Joe Muehlenkamp Douglas Fischer
314.554.4135 314.554.4859
jmuehlenkamp@ameren.com dfischer@ameren.com

For Immediate Release

Retired Chairman and CEO of Unisys Elected to Ameren Board of Directors

ST. LOUIS (Feb. 13, 2015) — The board of directors of Ameren Corporation (NYSE: AEE) announced today that J. Edward Coleman, retired chairman and chief executive officer of Unisys Corporation, has been elected to the Ameren board of directors effective Feb. 16. Coleman spent six years leading Unisys (NYSE: UIS), a publicly-traded global information technology company that employs approximately 22,000 people worldwide.

“Ed Coleman’s decades of successful leadership in the information technology sector will be a valuable asset to our company and our board of directors,” said Warner L. Baxter, Ameren’s chairman, president and chief executive officer. “That background, coupled with his extensive experience serving on public company boards of directors, will help guide us as we seek to continue to deliver superior value to our customers and our shareholders.”

Coleman became chief executive officer of Gateway, Inc. in 2006, and he remained with the company until 2008. Coleman joined Gateway from Arrow Electronics Inc., a global distributor of products and services to industrial and commercial users of electric components and computer parts. While at Arrow, Coleman served as senior vice president and president of enterprise computing solutions from 2005 to 2006.

Before joining Arrow in 2005, Coleman served as chief executive officer of CompuCom Systems, Inc. from 1999 to 2004 and as business development executive and director of marketing for Computer Sciences Corporation from 1995 until 1999. Coleman also spent 17 years with IBM Corporation, where he held various executive positions.

Coleman has been a member of several public company boards, including Unisys. He currently serves on the Lexmark International, Inc. board of directors.

Coleman holds a Bachelor of Science degree in economics from the College of William & Mary and a Master of Business Administration degree from Indiana University.

Coleman’s election increases the size of the Ameren board of directors from 11 members to 12.

St. Louis-based Ameren Corporation powers the quality of life for 2.4 million electric customers and more than 900,000 natural gas customers in a 64,000-square-mile area through its Ameren Missouri and Ameren Illinois rate-regulated utility subsidiaries. Ameren Illinois provides electric delivery and transmission service as well as natural gas delivery service while Ameren Missouri provides vertically integrated electric service, with generating capacity of 10,300 megawatts, and natural gas delivery service. Ameren Transmission Company of Illinois develops regional electric transmission projects. Follow the company on Twitter @AmerenCorp. For more information, visit Ameren.com.

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