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): October 9, 2015

 

 

AMEREN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Missouri   1-14756   43-1723446

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

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 October 9, 2015, the Board of Directors (the “Board”) of Ameren Corporation (“Ameren”) elected Rafael Flores to the Board, with a term beginning on November 1, 2015, and expiring at Ameren’s Annual Meeting of Shareholders in 2016. Also effective November 1, 2015, the Board appointed Mr. Flores to the Nuclear Oversight and Environmental Committee and the Nominating and Corporate Governance Committee of the Board. No arrangement or understanding exists between Mr. Flores and Ameren or, to Ameren’s knowledge, any other person or persons pursuant to which Mr. Flores was selected as a director. Mr. Flores will receive compensation for Board and committee service as discussed under “Director Compensation” in Ameren’s 2015 definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2015.

Mr. Flores has served as the Senior Vice President and Chief Nuclear Officer of Luminant, a competitive power generation business and subsidiary of Energy Future Holdings Corp., since March 2009, and in various other capacities with the company and its predecessors since 1983. Mr. Flores has announced his retirement from Luminant effective December 31, 2015.

Luminant 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 October 9, 2015, Ameren issued a press release announcing Mr. Flores’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 October 9, 2015.

 

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: October 9, 2015

 

Exhibit Index

 

Exhibit Number

   

Title

99.1    Press Release dated October 9, 2015.


LOGO

EXHIBIT 99.1

 

Contacts:  

Media

Joe Muehlenkamp

314.554.4135

jmuehlenkamp@ameren.com

  

Analysts

Douglas Fischer

314.554.4859

dfischer@ameren.com

  

    

Andrew Kirk

314.554.3942

akirk@ameren.com

For Immediate Release

Rafael Flores Elected to Ameren Board of Directors

ST. LOUIS (Oct. 9, 2015) — The board of directors of Ameren Corporation (NYSE: AEE) announced today that Rafael Flores, senior vice president and chief nuclear officer of Luminant, has been elected to the Ameren board of directors effective Nov. 1. Luminant is the largest generator of electricity in Texas, operating coal, nuclear and natural-gas power plants, and is a subsidiary of Energy Future Holdings Corporation.

Flores has served as senior vice president and chief nuclear officer of Luminant since March 2009, and in various other capacities with the company and its predecessors since 1983. His responsibilities include overseeing operations of the Comanche Peak Nuclear Power Plant in Texas and representing Luminant with the Nuclear Regulatory Commission, the Institute of Nuclear Power Operations, the Nuclear Energy Institute and on various committees and working groups in the nuclear industry. Flores has announced his retirement from Luminant effective Dec. 31.

Flores holds a bachelor’s degree in nuclear engineering from Texas A&M University, where he serves on the university’s Nuclear Engineering Advisory Council.

“Rafael Flores is one of the great leaders in the nuclear industry, and his decades of experience in safely and efficiently running nuclear energy facilities will be a tremendous asset to our company and our board of directors,” said Warner L. Baxter, Ameren’s chairman, president and chief executive officer. “Ameren’s Callaway Energy Center is a critical nuclear generation resource in providing safe, clean, reliable and reasonably priced energy for our customers, and Mr. Flores’ extensive nuclear operating experience will help guide Ameren as we seek to continue to operate our business in a way that delivers superior value to our customers and our shareholders.”

Flores’ election will increase the size of the Ameren board of directors from 11 members to 12 on Nov. 1. He will serve on the board’s Nuclear Oversight and Environmental Committee and its Nominating and Corporate Governance Committee.

 

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LOGO

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 10,200 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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