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Ameren
Corporation
(Exact
name of registrant as specified in its charter)
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Missouri
(State
or other
jurisdiction
of
incorporation)
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1-14756
(Commission
File
Number)
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43-1723446
(I.R.S.
Employer
Identification
No.)
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1901
Chouteau Avenue, St. Louis, Missouri 63103
(Address
of principal executive offices and Zip Code)
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| Registrant’s telephone number, including area code: (314) 621-3222 | ||
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[
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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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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors;
Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b)
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In
accordance with the director retirement age provisions of Ameren
Corporation’s (“Ameren”) Corporate Governance Guidelines, Gordon R. Lohman
and Richard A. Liddy, Ameren directors, offered to complete the term of
their service on Ameren’s Board of Directors, effective April 22,
2008, the end of their term as directors and not be nominated for
re-election to the Board. On February 8, 2008 the Board of
Directors accepted their offers effective April 22,
2008.
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(e)
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On
February 8, 2008, the Human Resources Committee of the Board of
Directors (the “Committee”) of Ameren approved and the full Board of
Directors of Ameren ratified the following
actions:
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*
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Establishment
of Ameren earnings per share (“EPS”) achievement levels for the 2008
Ameren Executive Incentive Plan (the “2008 EIP”). The 2008 EIP,
which was approved by the Committee and ratified by the full Board of
Directors on December 14, 2007, provides for the payment of cash awards to
the Named Executive Officers in 2009 based on corporate and/or business
segment results and individual performance in 2008. The 2008
EIP was filed as Exhibit 99.1 to and described in Ameren’s Current Report
on Form 8-K filed December 18, 2007, which Exhibit 99.1 and description
are incorporated herein by reference. The Board ratified Ameren
EPS threshold, target and maximum Ameren EPS achievement levels under the
2008 EIP of $2.70, $3.00 and $3.30, respectively. As Messrs.
Voss and Naslund have business segment responsibility, their 2008 EIP
incentive compensation opportunity is based 50% on Ameren EPS and 50% on
Missouri regulated business segment contribution to Ameren
EPS. The Board also ratified threshold, target and maximum
Missouri regulated business segment contribution to Ameren EPS of $1.14,
$1.27 and $1.40, respectively.
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*
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Authorization
of the issuance pursuant to the 2006 Omnibus Incentive Compensation Plan
of performance share unit awards for 2008 to the Named Executive
Officers. Each performance share unit represents the right to
receive a share of Ameren’s common stock assuming certain performance
criteria are achieved. The actual number of performance share
units earned will vary from 0 percent to 200 percent of the target number
of performance share units granted to each Named Executive Officer, based
primarily on Ameren’s three-year total shareholder return relative to a
utility peer group and continued employment during such three-year period
(the “Performance Period”). Once earned, performance share
units continue to track with Ameren’s common stock price for two years
(the “Holdback Period”), at which time the performance share units are
paid in Ameren’s common stock. Dividends on performance share
units will accrue and be reinvested into additional performance share
units throughout the Performance Period. Dividends will be paid
on a current basis during the Holdback Period. Because these performance
share units will be earned only if performance goals over Performance
Periods are attained, the amounts, if any, that will be payable to the
Named Executive Officers pursuant to the performance
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Item 9.01
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Financial Statements and Exhibits. |
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Exhibit
Number:
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Title:
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99.1
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Table
of Target 2008 Performance Share Unit Awards Issued to
Named
Executive Officers.
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Exhibit
Number:
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Title:
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99.1
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Table
of Target 2008 Performance Share Unit Awards
Issued
to Named Executive Officers.
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