Current Report Filing (8-k)
March 13 2018 - 2:32PM
Edgar (US Regulatory)
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): March 9, 2018
AMEREN CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Missouri
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1-14756
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43-1723446
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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1901 Chouteau Avenue, St. Louis, Missouri 63103
(Address of principal executive offices and Zip Code)
Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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). ☐
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. ☐
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d)
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On March 9, 2018, the Board of Directors (the Board) of Ameren Corporation (Ameren) elected Mr. Craig S. Ivey to the Board, with a term beginning on March 9, 2018, and
expiring at Amerens Annual Meeting of Shareholders in 2018. Also effective March 9, 2018, the Board appointed Mr. Ivey to the Audit and Risk Committee and the Nuclear and Operations Committee of the Board. No arrangement or
understanding exists between Mr. Ivey and Ameren or, to Amerens knowledge, any other person or persons pursuant to which Mr. Ivey was selected as a director. Mr. Ivey will receive compensation for Board and committee service as
described on Exhibit 10.4 to Amerens Annual Report on Form
10-K
for the fiscal year ended December 31, 2017.
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Mr. Ivey served as President of Consolidated Edison Company of New York, Inc. (Con Edison) from December 2009 through his
retirement in December 2017. Con Edison, a subsidiary of Consolidated Edison, Inc., provides electric service to approximately 3.4 million customers and delivers gas to approximately 1.1 million customers in New York City and Westchester
County. It also operates the largest steam distribution system in the United States for customers in New York City. Mr. Ivey previously served in various positions with Dominion Resources, Inc. from 1985 to 2009, most recently as Senior Vice
President for Transmission and Distribution.
ConEd had no business relationships with Ameren or its subsidiaries in 2017 or to the date
hereof in 2018 which are required to be reported under Item 404(a) of Securities and Exchange Commission Regulation
S-K.
ITEM 7.01
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Regulation FD Disclosure.
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On March 13, 2018, Ameren issued a press release announcing
Mr. Iveys election to the Board. A copy of that press release is furnished as Exhibit 99.1 to this Report.
ITEM 9.01
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Financial Statements and Exhibits.
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- 2 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
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AMEREN CORPORATION
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(Registrant)
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By:
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/s/ Martin J. Lyons, Jr.
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Name:
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Martin J. Lyons, Jr.
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Title:
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Executive Vice President and Chief Financial Officer
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Date: March 13, 2018
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