ML17362A072
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SCFIEL)ULE 14C INFORMATION FOR UNION ELECTRIC COMPANY MARCH 2017
Table of Conlents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Vashington, D.C. 20549 SCHEDULE 14C INFORMATION information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.
)
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D Preliminary Information Statement fl Confidential. for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
Definitive Information Statement Union Electric Company (Name of Registrant as Specified in its Charter)
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Ameren MISSOURI U NION E LECTRIC C OMPANY N OTICE OF A NNUAL M EETING OF S HAREHOLDERS To the Shareholders at Union Electric Company:
We will hold the Annual Meeting of Shareholders of Union Electric Company (the Company) at the St. Louis Art Museum, One Fine Arts Drive, Forest Park, St. Louis, Missouri 63110, on Thursday, April 27, 2017, at 10:30 am. CDT, for the purposes of:
(1) electing six directors for terms ending at the annual meeting of shareholders to be held in 2018; and (2) acting on other proper business presented to the meeting.
The Board of Directors of the Company presently knows of no other business to come before the meeting.
If you owned shares of the Companys capital stock at the close of business on February 27, 2017, you are entitled to vote at the meeting and at any adjournment thereof. Persons will be admitted to the meeting upon verification of their shareholdings in the Company. If your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares on February 27, 2017, the record date for voting. Please note that cameras and other recording devices will not be allowed in the meeting.
THERE WILL BE NO SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS OF THE COMPANY.
By order of the Board of Directors.
Gregory L. Nelson Senior Vice President, General Counsel and Secretary St. Louis, Missouri March 15, 2017 I MPORTANT N OTICE R EGARDING THE A VAILABILITY OF THIS I NFORMATION S TATEMENT:
T HIS INFORMATION STATEMENT AND THE 2016 F ORM 10-K, INCLUDING CONSOLIDATED FINANCIAL STATEMENTS, ARE AVAILABLE TO YOU AT WVVW AMEREN
. COM /A MEREN M ISSOURI I NFO S TATEMENT.
Table of Contents I ABLE OF C ONTENTS FORWARD-LOOKINf INFORMATION TABLE OF CONTENTS P
AG E
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 1
ITEMS YOU MAY VOTE ON 4
Item (1):
Election of Directors 4
Information Concerning Nominees to the Board of Directors 4
Board Structure 7
Board Committees 10 Corporate Governance 13 Director Compensation 18 Other Matters 18 SECURITY OWNERSHIP 19 Securities of the Company 19 Securities of Ameren 19 Stock Ownership Reguirement for Named Executive Officers and Members of the Senior Leadership Team 20 Section 16(a) Beneficial Ownership Reporting Compliance 20 EXECUTIVE COMPENSATION 21 Human Resources Committee Report 21 Compensation Discussion and Analysis 21 Compensation Tables and Narrative Disclosures 37 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 40 Pension Benefits 42 Nongualified Deferred Compensation 44 Other Potential Post-Employment Payments 47 AUDIT AND RISK COMMITTEE REPORT INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 56 FiscalYear2Ol6 56 Fees for Fiscal Years 2016 and 2015 56 Fiscal Year2Ol7 56 Policy Regarding the Pre-Approval of Independent Registered Public Accounting Firm Provision of Audit, Audit-Related and Non-Audit Services 56 SHAREHOLDER PROPOSALS 57 FORM 10-K 58 Union Electric 2017 Information Statement i
Tabte of Contents Information Statement of Union Electric Company (First sent or given to shareholders on or about March 15, 2077)
Principal Executive Offices:
One Ameren Plaza 1901 Chouteau Avenue St. Louis, MO 63103 FORWARD-LOOKING INFORMATION Statements in this information statement not based on historical facts are considered forward-looking and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed.
Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions, and financial performance. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to disclose that there are important factors that could cause actual results to differ materially from those anticipated. Reference is made to our Annual Report on Form 10-K for the year ended December 31, 2016 (the 2016 Form 10-K) filed with the Securities and Exchange Commission (the SEC) for a list of such factors.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Q.
When and where will the annual meeting be held?
A.
The Annual Meeting of Shareholders of Union Electric Company, doing business as Ameren Missouri (the Company, Ameren Missouri, we, us and our), will be held on Thursday, April 27, 2017 (the Annual Meeting), and at any adjournment thereof. Our Annual Meeting will be held at the St. Louis Art Museum, One Fine Arts Drive, Forest Park, St. Louis, Missouri 63110, at 10:30 am. CDT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Q.
What is our relationship with Ameren Corporation?
A.
The Company; Ameren Illinois Company, doing business as Ameren Illinois (Ameren Illinois); and Ameren Transmission Company of Illinois (ATXI) are the principal direct or indirect subsidiaries of Ameren Corporation (Ameren),
a holding company. Ameren also has various other subsidiaries that conduct other activities, such as the provision of shared services; and Ameren Services Company (Ameren Services).
Ameren has common equity securities listed on the New York Stock Exchange (NYSE) and holds either directly or indirectly more than 50 percent of the voting power of each of Ameren Missouri, Ameren Illinois and Ameren Services.
Ameren Missouri has no securities listed on the NYSE and is therefore exempt from all of the corporate governance rules of the NYSE (Section 303A of the NYSEs Listed Company Manual).
Ameren Missouris Annual Meeting will be held in conjunction with the Ameren and Ameren Illinois annual meetings.
Q.
When and to whom will our Form 10-K be sent?
A.
Our 2016 Form 10-K is being sent, along with the Notice of Annual Meeting and this information statement, to all of our shareholders of record at the close of business on February 27, 2017, which is the record date for the determination of shareholders entitled to vote at the meeting. Note that the 2016 Form 10-K is a combined report for Ameren, Ameren Missouri and Ameren Illinois, which comprise all Ameren companies reporting under the Securities Exchange Act of 1934, as amended (the Exchange Act).
Union Electric 2077 Information Statement
Table of Contents QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Q.
Who is entitled to vote?
A.
Only shareholders of record of our common stock, $5 par value (Common Stock), and our preferred stock, without par value (Preferred Stock) at the close of business on the record date, February 27, 2017, are entitled to vote at the Annual Meeting. Our two classes of outstanding voting securities on such date consisted of 102,123,834 shares of Common Stock, all of which were owned by Ameren, and 807,595 shares of Preferred Stock of various series.
Q.
What will I be voting on?
A.
Six directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified.
Q.
How many votes do I have?
A.
Our Common Stock and Preferred Stock vote together as a single class on the election of directors. Each shareholder is entitled to one vote for each share of our stock held (whether Common Stock or Preferred Stock), on each mailer submitted to a vote at the Annual Meeting, except that in the election of directors, each shareholder is entitled to vote cumulatively. Accordingly, each shareholder may cast votes equal to the number of directors to be elected multiplied by the number of shares held by that shareholder for only one nominee, or those votes may be distributed among any two or more nominees.
0.
How many shares must be present to hold the Annual Meeting?
A.
As provided in our Bylaws, in order to conduct the Annual Meeting, holders of more than one-half of the outstanding shares entitled to vote must be present in person or represented by proxy so that there is a quorum.
In determining whether a quorum is present at the Annual Meeting, shares represented by a proxy that directs that the shares abstain from voting or that a vote be withheld on a matter, will be deemed to be represented at the meeting for quorum purposes. Shares as to which voting instructions are given as to at least one of the matters to be voted on will also be deemed to be so represented. lithe proxy states how shares will be voted in the absence of instructions by the shareholder, such shares will be deemed to be represented at the meeting.
0.
What are the vote requirements for each matter?
A.
For the election of directors, the six nominees receiving the highest number of votes of the shares entitled to vote and represented in person or by proxy at the meeting at which a quorum is present will be elected as directors. For all other matters, if any are properly presented at the meeting, the decision of a majority of the shares entitled to vote on the subject mailer and represented in person or by proxy at the meeting at which a quorum is present will be valid as an act of the shareholders, unless a larger vote is required by law, the Companys Bylaws or the Companys Restated Articles of Incorporation. In tabulating the number of votes on such matters (i) shares represented by a proxy which directs that the shares abstain from voting or that a vote be withheld on a mailer will be deemed to be represented at the meeting as to such matter, (ii) except as provided in (iii) below, shares represented by a proxy as to which voting instructions are not given as to one or more mailers to be voted on will not be deemed to be represented at the meeting for the purpose of the vote as to such mailer or mailers and (iii) a proxy which states how shares will be voted in the absence of instructions by the shareholder as to any mailer will be deemed to give voting instructions as to such matter. Shareholder votes are certified by independent inspectors of election.
Q.
Howdolvote?
A.
We have been informed that Ameren intends to cast the votes of all of the outstanding shares of our Common Stock for the election of the nominees for directors named in Item (1). Accordingly, this matter is 2
Union Electric 2077 Information Statement
Tahh of Contenis expected to be approved. Therefore, the Board of Directors considered it unnecessary to solicit proxies for the Annual Meeting. However, if you wish to vote your shares of Preferred Stock, you may do so by attending the Annual Meeting in person and casting your vote by a ballot which will be provided for that purpose.
0.
How can I access this Information Statement and the 2016 Form 10-K online?
A.
This information statement and the 2016 Form 10-K, including financial statements, are available to you at www.ameren.com/AmerenMissourilnfoStatement.
0.
How can I obtain this Information Statement if a street name holder households the Companys Information Statements for me?
A.
The Company has been notified that certain banks, brokers and other nominees may household the Companys information statements for shareholders who hold Company shares with the bank, broker or other nominee in street name and have consented to householding. in this case, you may request individual copies of the information statement by contacting your bank, broker or other nominee.
0.
How do I review the list of shareholders?
A.
The names of shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and, for ten days prior to the Annual Meeting, at the Office of the Secretary of the Company.
0.
Can I listen to the Annual Meeting online?
A.
The Annual Meeting will be webcast live on April 27, 2017. You are invited to visit www.ameren.com at 10:30 a.m. CDT on April 27, 2017, to hear the webcast of the Annual Meeting. On the home page, you will click on Live Webcast 2017 Annual Meeting April 27, 2017, then the appropriate audio link. The webcast will remain on Amerens website for one year. You cannot record your vote on this webcast.
0.
How do I contact the Company about Annual Meeting matters?
A.
You may reach us:
- by mail addressed to Office of the Secretary Union Electric Company P.O. Box 66149, Mail Code 1370 St. Louis, MO 63166-6149
- by calling toll free 1-800-255-2237 (or in the St. Louis area 314-554-3502).
Union Electric 2077 Information Statement 3
Table of Contents MYMAY VOTE ON ITEMS YOU MAY VOTE ON I TEM (1): E LECTION OF 0 IRECTORS Six directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. In the event that any nominee for election as director should become unavailable to serve, votes will be cast for such substitute nominee or nominees as may be nominated by the Nominating and Corporate Governance Committee of Amerens Board of Directors and approved by the Board of Directors. The Nominating and Corporate Governance Committee, as described below, performs its committee functions for our Board. The Board of Directors knows of no reason why any nominee will not be able to serve as director. The six nominees for director who receive the most votes will be elected.
Our Board of Directors is currently comprised of six directors (Michael L. Moehn, Mark C. Birk, Fadi M. Diya, Martin J. Lyons, Jr., Gregory L. Nelson and David N. Wakeman), each of whom is an officer of the Company or its affiliates. As discussed below, the Audit and Risk Committee, as well as the Nominating and Corporate Governance Committee, Human Resources Committee, Nuclear and Operations Committee and Finance Committee of Amerens Board of Directors, perform committee functions for our Board.
I NFORMATION C ONCERNING N OMINEES TO THE B OARD OF D IRECTORS The nominees for our Board of Directors are listed below, along with their age as of December 31, 2016, tenure as director, other directorships held by such nominee during the previous five years and business background for at least the last five years. Each nominees biography below also includes a description of the specific experience, qualifications, attributes or skills of each director or nominee that led Amerens Board to conclude that such person should serve as a director of the Company. The fact that we do not list a particular experience, qualification, attribute or skill for a director nominee does not mean that nominee does not possess that particular experience, qualification, attribute or skill. In addition to those specific experiences, qualifications, attributes or skills detailed below, each director or nominee has demonstrated the highest professional and personal ethics, a broad experience in business, government, education or technology, the ability to provide insights and practical wisdom based on their experience and expertise, a commitment to enhancing shareholder value, compliance with legal and regulatory requirements, and the ability to develop a good working relationship with other Board members and contribute to the Boards working relationship with senior management of the Company. In assessing the composition of the Board of Directors, Amerens Nominating and Corporate Governance Committee recommends Board nominees so that collectively, the Board is balanced by having the necessary experience, qualifications, attributes and skills and that no nominee is recommended because of one particular criterion.
See CORPORATE GOVERNANCE Consideration of Director Nominees below for additional information regarding director nominees and the nominating process.
4 Union Electric 2017 Information Statement
Table of Contenis Each nominee has consented to being nominated for director and has agreed to serve if elected. No arrangement or understanding exists between any nominee and the Company or, to the Companys knowledge, any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee. There are no family relationships between any director, executive officer, or person nominated or chosen by us to become a director or executive officer. All of the nominees for election to the Board were unanimously recommended by the Nominating and Corporate Governance Committee of Amerens Board of Directors and were unanimously nominated by our Board of Directors. We have been informed that Ameren intends to cast the votes of all of the outstanding shares of our Common Stock for the election of the nominees named below.
M ICHAEL L. M OEHN C HAIRMAN AND P RESIDENT OF THE C OMPANY Director since: 2012 Age: 47 E XECUTIVE E XPERIENCE:
Mr. Moehn joined Ameren Services in 2000 as an Assistant Controller. Mr. Moehn was named Director of Ameren Services corporate modeling and transaction support in 2001 and elected Vice President of Business Services for Ameren Energy Resources Company, LLC (Resources Company) in 2002. In 2004, Mr. Moehn was elected Vice President of Corporate Planning of Ameren Services and relinquished his position at Resources Company. In 2008, Mr. Moehn was elected Senior Vice President, Corporate Planning and Business Risk Management of Ameren Services. On January 1, 2012, Mr. Moehn assumed the position of Senior Vice President of Customer Operations of Ameren Illinois and relinquished his position at Ameren Services. Mr. Moehn was elected to Ameren Illinois Board of Directors in April 2012. In 2012, Mr. Moehn was elected to the Board of Directors and as Senior Vice President of Customer Operations of the Company, with responsibility for electric and gas operations, technical services and customer operations in Missouri, and relinquished his directorship and position at Ameren Illinois. Mr. Moehn was elected Chairman and President of the Company on April 1, 2014.
S KILLS AND Q UALIFICATIONS:
Based primarily upon Mr. Moehns significant executive management experience; strong strategic planning, operations and administrative skills and experience; and tenure with the Company (and its affiliates), Amerens Board concluded that Mr. Moehn should serve as a director of the Company.
M ARK C. B IRK S ENIOR V ICE P RESIDENT C USTOMER 0 PERATIONS OF THE C OMPANY Director since: 2016 Age: 52 E XECUTIVE E XPERIENCE:
Mr. Birk joined the Company in 1989 as an engineer. He was elected Vice President of Ameren Energy in 2003. In 2004, Mr. Birk was promoted to Vice President of Power Operations of Ameren. In 2012, Mr. Birk was named Senior Vice President of Corporate Planning of Ameren Services, and in 2014 he was also elected Senior Vice President, Oversight of Ameren Services. In 2015, he was elected Senior Vice President, Corporate Safety, Planning and Operations Oversight of Ameren Services. In 2017, he was elected Senior Vice President, Customer Operations of the Company.
Mr. Birk served as a director of Ameren Illinois from 2016-2017.
S KILLS AND Q UALIFICATIONS:
Based primarily upon Mr. Birks significant executive management experience; strong strategic planning, engineering and administrative skills and experience; and extensive tenure with the Company (and its current and former affiliates), Amerens Board concluded that Mr. Birk should serve as a director of the Company.
Union Electric 2017 Information Statement 5
Table oF Contents F ADI M. D IYA S ENIOR V ICE P RESIDENT AND C HIEF N UCLEAR 0 FFICER OF THE C OMPANY Director since: 2015 Age: 54 E XECUTIVE E XPERIENCE:
Mr. Diya joined the Company in 2005 as superintendent of Design Engineering at Callaway Energy Center in Fulton, Missouri and was later promoted to plant director. In 2008, he was elected Vice President of Nuclear Operations. In 2014, Mr. Diya was elected Senior Vice President and Chief Nuclear Officer of the Company. Prior to joining the Company, Mr. Diya held the position of Manager of Engineering at the Harris Nuclear Plant for Progress Energy.
S KILLS AND Q UALIFCATIONS:
Based primarily upon Mr. Diyas extensive executive management, generation and engineering experience; significant strategic planning and administrative skills and experience; and extensive tenure with the Company, Amerens Board concluded that Mr. Diya should serve as a director of the Company.
MARTINJ.LY0NS,J R.
E XECUTIVE V ICE P RESIDENT AND C HIEF F INANCIAL 0 FFICER OF THE C OMPANY
, A MEREN AND A MEREN I LLINOIS AND C HAIRMAN A ND P RESIDENT OF A MEREN S ERVICES Director since: 2009 Age: 50 E XECUTIVE E XPERIENCE:
Mr. Lyons joined the Company, Ameren Illinois, Ameren, and Ameren Services in 2001 as Controller. Mr. Lyons was elected Vice President of the Company, Ameren Illinois, Ameren and Ameren Services in 2003. In 2007, his positions at the Company were changed to Vice President and Principal Accounting Officer. In 2008, Mr. Lyons was elected Senior Vice President and Principal Accounting Officer of Ameren and its subsidiaries. In 2009, Mr. Lyons assumed the positions of Senior Vice President and Chief Financial Officer, while remaining as the Principal Accounting Officer, of the Company, Ameren Illinois, Ameren and Ameren Services. In 2013, Mr. Lyons was elected Executive Vice President and Chief Financial Officer of the Company, Ameren, Ameren Illinois and Ameren Services. In 2016, Mr. Lyons was elected Chairman and President of Ameren Services and relinquished his position as Executive Vice President and Chief Financial Officer of Ameren Services.
Mr. Lyons serves or served as a director of the following Ameren entities (current and former):
Ameren Illinois, 2009present Ameren Services, 2010present Ameren Energy Generating Company, 20092013 ATXI, 2009present S KILLS AND Q UALIFICATIONS:
Based primarily upon Mr. Lyons executive management experience; strong accounting, financial and administrative skills and experience; and tenure with the Company (and its current and former affiliates), Amerens Board concluded that Mr. Lyons should serve as a director of the Company.
6 Union Electric 2Ol7lnformation Statement
Tnble orConlents G REGORY L. N ELSON ITEMS YOU MAY VOTE ON S ENIOR V ICE P RESIDENT, G ENERAL C OUNSEL AND S ECRETARY OF THE C OMPANY
, A MEREN
, A (1EREN I LLINOIS AND A MEREN S ERVICES Mr. Nelson joined the Company in 1995 as a manager in the Tax Department and assumed a similar position with Ameren Services in 1998. Mr. Nelson was elected Vice President and Tax Counsel of Ameren Services in 1999, and Vice President of the Company and Ameren Illinois in 2003. In 2010, Mr. Nelson was elected Vice President, Tax and Deputy General Counsel of Ameren Services, while remaining Vice President of the Company and Ameren Illinois. In 2011, Mr. Nelson was elected Senior Vice President, General Counsel and Secretary of the Company, Ameren, Ameren Illinois and Ameren Services.
Ameren Illinois, 2011present ATXI, 2011present Based primarily upon Mr. Nelsons significant management experience; extensive legal, tax, regulatory and administrative skills and experience; and tenure with the Company (and its current and former affiliates), Amerens Board concluded that Mr. Nelson should serve as a director of the Company.
S ENIOR V ICE P RESIDENT, C ORPORATE S AFEW, 0 PERATIONS 0 VER5IGHT AND 0 PTIMIZATION OF A MEREN S ERVICES Mr. Wakeman joined the Company in 1982 as a Mechanics Helper. In 1990, he was promoted to engineer and became a Supervising Engineer in 1999. In 2003, Mr. Wakeman was promoted to Manager of Distribution Operating and in 2009 was promoted to Vice President, Energy Delivery. In 2014, he was elected Senior Vice President, Operations & Technical Services. In 2015, he was elected Senior Vice President, Customer Operations. In January 2017, he was elected Senior Vice President, Corporate Safety, Operations Oversight and Optimization of Ameren Services.
Based primarily upon Mr. Wakemans significant management experience; strong strategic planning, operations, engineering and administrative skills and experience; and tenure with the Company (and its current and former affiliates), Amerens Board concluded that Mr. Wakeman should serve as a director of the Company.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THESE DIRECTOR NOMINEES.
During 2016, the Board of Directors met four times. All then-incumbent directors attended or participated in 75 percent or more of the aggregate number of meetings of the Board and the Board Committees of which they were members held during the period for which such directors have been directors.
Union Electric 2017 Information Statement 7
Director since: 2011 Age: 59 E XECUTIVE E XPERIENCE Mr. Nelson serves or served as a director of the following Ameren entities (current and former):
Ameren Energy Generating Company, 20112013 Ameren Services, 2011present S KILLS AND Q UALIFICATIONS:
D AVID N. W AKEMAN Director since: 2016 Age: 56 E XECUTIVE E XPERIENCE S KILLS AND Q UALIFICATIONS B OARD S TRUCTURE Board and Committee Meetings and Annual Meeting Attendance
Tabte of Contents The Company has adopted a policy under which Board members are expected to attend each shareholders meeting. At the 2016 annual meeting of shareholders, all of the then-incumbent directors (and nominated for election in 2016) were in attendance.
Board Leadership Structure The Companys Bylaws delegate to the Companys Board of Directors the right to exercise its discretion to either separate or combine the offices of Chairman of the Board and President. The Board annually considers the appropriate leadership structure for the Company and has concluded that the Company and its shareholders are best served by the Board retaining discretion to determine whether the same individual should serve as both Chairman of the Board and President. This decision is based upon the Boards determination of what is in the best interests of the Company and its shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, skills and experience of the individual(s) filling those positions and other relevant factors.
The Board has determined that the Board leadership structure that is most appropriate at this time, given the specific characteristics and circumstances of the Company and the skills and experience of Mr. Moehn, is a leadership structure that combines the roles of Chairman of the Board and President with Mr. Moehn filling those roles for the following primary reasons:
such a Board leadership structure has served the Company and its shareholders well, and the Board believes this structure will continue to serve us well, based primarily on Mr. Moehns background, skills and experience, as detailed in his biography above; since Ameren owns all of the Companys Common Stock, the Company receives significant independent oversight by Amerens Board of Directors (for example, only independent directors serve on all standing Board committees, including the Audit and Risk Committee, the Human Resources Committee and the Nominating and Corporate Governance Committee of Amerens Board (see Board Committees below);
Amerens Nominating and Corporate Governance Committee recommends to Amerens Board, and Amerens Board subsequently nominates, director candidates for the Companys Board; and any Company director, as a result of Amerens ownership of all the Companys Common Stock, may be removed by Amerens Board at any time, with or without cause);
the combined Chairman and President/CEO position continues to be the principal board leadership structure among public companies in the United States, including Amerens peer companies; and there is no empirical evidence that separating the roles of Chairman and President/CEO improves returns for shareholders.
Based on oversight by Amerens Board, as described above, Amerens ownership of all the Companys Common Stock and the economic rights of the holders of the Preferred Stock being senior in priority to the Common Stock, and the Companys current Board composition and leadership structure, the Board has not appointed a lead independent director.
The Board recognizes that depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. The Company is committed to reviewing this determination on an annual basis.
Risk Oversight Process Given the importance of monitoring risks, Amerens Board has determined to utilize a committee specifically focused on oversight of the risk management of Ameren and its subsidiaries, including the Company. Amerens Board has charged its Audit and Risk Committee with oversight responsibility of Amerens and its subsidiaries overall business risk management process, which includes the identification, assessment, mitigation and monitoring of risks for Ameren and its subsidiaries. Amerens Audit and Risk Committee meets on a regular basis to review the business risk management processes, at which time applicable members of Amerens and the Companys senior management provide reports to the Audit and Risk Committee. Amerens Audit and Risk Committee coordinates this oversight with other committees of Amerens Board having primary oversight responsibility for specific risks (see Board Committees Ameren Standing Board Committee 8
Union Etectric 2017 Information Statement
Table of Contents and Function below). Each of Amerens standing Board committees, in turn, receives regular reports from members of Amerens and the Companys senior management concerning its assessment of Ameren and Company risks within the purview of such committee. Each such committee also has the authority to engage independent advisers. The risks that are not specifically assigned to an Ameren Board committee are considered by Amerens Audit and Risk Committee through its oversight of the business risk management process of Ameren and its subsidiaries. Amerens Audit and Risk Committee then discusses with members of Amerens and the Companys senior management methods to mitigate such risks.
Notwithstanding Amerens Board of Directors oversight delegation to Amerens Audit and Risk Committee, the entire Board is actively involved in risk oversight. Amerens Audit and Risk Committee annually reviews for Amerens Board which committees maintain oversight responsibilities described above and the overall effectiveness of the business risk management process. In addition, at each of its meetings, Amerens Board receives a report from the Chair of the Audit and Risk Committee, as well as from the Chair of each of the other standing committees of Amerens Board identified below, each of which is currently chaired by an independent director. Amerens Board then discusses and deliberates on the risk management practices of Ameren and its subsidiaries. Through the process outlined above, Amerens Board believes that the leadership stwcture of Amerens Board supports effective oversight of the risk management of Ameren and its subsidiaries.
Consideration of Risks Associated with Compensation In evaluating the material elements of compensation available to executives and other Company employees, Amerens Human Resources Committee takes into consideration whether the compensation policies and practices of Ameren and certain of its subsidiaries, including the Company, may incentivize behaviors that might lead to excessive risk taking. Amerens Human Resources Committee, with the assistance of its independent compensation consultant, Meridian Compensation Partners, LLC (Meridian), and Ameren management, reviews the compensation policies and practices each year for design features that have the potential to encourage excessive risk taking. The program contains multiple design features that manage or mitigate these potential risks, including:
an appropriate balance of fixed and variable pay opportunities; caps on incentive plan payouts; the use of multiple performance measures in the compensation program; measurement of performance at the corporate level; a mix between short-term and long-term incentives, with an emphasis for executives on rewarding long-term performance; Ameren Human Resources Committee discretion regarding individual executive awards; oversight by non-participants in the plans; the code of conduct, internal controls and other measures implemented by Ameren and its subsidiaries, including the Company; the existence of anti-hedging and anti-pledging policies for executives; the existence of a clawback provision in the 2014 Omnibus Incentive Compensation Plan (the 2014 Plan) and 2006 Omnibus Incentive Compensation Plan (the 2006 Plan) that applies to annual and long-term incentive plan grants; and stock ownership requirements applicable to members of Amerens management team (including the NEOs as defined under EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS below, other officers who are subject to reporting under Section 16 of the Securities Exchange Act of 1934 (collectively the Section 16 Officers), and other members of Amerens Senior Leadership Team) and stock ownership guidelines applicable to all other members of Amerens management team.
Union Electric 2077 Information Statement 9
Table of Contents ITEMyç1,rOiyON Based upon the above considerations, Amerens Human Resources Committee determined that the Companys compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
8 OARD C OMMIHEES The Board of Directors has a standing Executive Committee, with such duties as may be delegated to it from time to time by the Board and authority to act on most matters concerning management of the Companys business during intervals between Board meetings. The Executive Committee did not meet or act by unanimous written consent without a meeting in 2016. The present members of this committee are Messrs. Moehn, Lyons and Nelson.
In addition, as described below, the Board of Directors utilizes the Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear and Operations Committee and Finance Committee of Amerens Board of Directors to perform such committee functions for the Companys Board. The chairs and members of those committees are recommended by Amerens Nominating and Corporate Governance Committee, appointed annually by Amerens Board and are identified below. Amerens Audit and Risk Committee, Human Resources Committee, and Nominating and Corporate Governance Committee are comprised entirely of non-management directors, each of whom Amerens Board of Directors has determined to be independent as defined by the relevant provisions of the Sarbanes-Oxley Act of 2002, the NYSE listing standards and Amerens Policy Regarding Nominations of Directors (the Director Nomination Policy). In addition, Amerens Nuclear and Operations Committee and Finance Committee are currently comprised entirely of non-management directors, each of whom Amerens Board has also determined to be independent under the Director Nomination Policy. A more complete description of the duties of each standing Board committee is contained in each standing Board committees charter available at www.ameren.com/lnvestors.
10 Union Electric 2Ol7lnformation Statement
Table of Contenis ITEMS YOU MAY VOTE ON Meetings Ameren Standing Boar4 Cofljftee and Function Chair and Members in 2016 Amerens Audit and Risk Committee Walter]. Galvin, 9
Chair Appoints and oversees the independent registered public accountants; pre-approves all audit, audit-related services and non-audit engagements with independent registered Catherine S. Brune public accountants.
J. Edward Coleman Ellen M. Fitzsimmons Ensures that the lead and concurnng audit partners of the independent accountants are rotated at least every five years, as required by the Sarbanes-Oxley Act of 2002; considers a potential rotation of the independent accountant firm.
Evaluates the qualifications, performance and independence of the independent accountant, including a review and evaluation of the lead partner of the independent accountant, taking into account the opinions of management and the Companys internal auditors, and presents its conclusions to the full Board on an annual basis.
Approves the annual internal audit plan, annual staffing plan and financial budget of the internal auditors; reviews with management the design and effectiveness of internal controls over financial reporting.
Reviews with management and independent registered public accountants the scope and results of audits and financial statements, disclosures and earnings press releases.
Reviews the appointment, replacement, reassignment or dismissal of the leader of internal audit or approves the retention of, and engagement terms for, any third-party provider of internal audit services; reviews the internal audit function.
Reviews with management the business risk management processes, which include the identification, assessment, mitigation and monitoring of risks on an Ameren-wide basis.
Coordinates its oversight of business risk management with other Ameren Board committees having primary oversight responsibilities for specific risks.
Oversees an annual audit of Amerens political contributions; performs other actions as required by the Sarbanes-Oxley Act of 2002, the NYSE listing standards and its Charter.
Establishes a system by which employees may communicate directly with members of the Committee about accounting, internal controls and financial reporting deficiency.
- Performs its committee functions for all Ameren subsidiaries, including the Company, which are registered companies pursuant to the Exchange Act.
Each of Walter]. Galvin and]. Edward Coleman qualifies as an audit committee financial expert as that term is defined by the SEC.
Amerens Human Resources Committee
]ames C. ]ohnson, 5
Chair Reviews and approves objectives relevant to the compensation of the Chief Executive Officer of Ameren and Presidents of its subsidiaries, including the Company, as well as Richard J. Harshman other executive officers.
Steven H. Lipstein Stephen R. Wilson Administers and approves awards under Ameren s incentive compensation plan.
- Administers and approves incentive compensation plans, executive employment agreements, if any, severance agreements and change in control agreements.
Reviews with management, and prepares an annual report regarding, the Compensation Discussion and Analysis section of Amerens Form 10-K and proxy statement and the Form 1 0-K and information statement of the Company and other Ameren subsidiaries which are registered companies pursuant to the Exchange Act.
Acts on important policy matters affecting personnel; recommends to Amerens Board amendments to those pension plans sponsored by Ameren or any of its subsidiaries, including the Company, except as otherwise delegated.
Union Electric 2017 Information Statement 11
Tabte of Contents ITEMS YOU MAY VOTE ON Meengs Ameren Standing Eoar4 Committee and Fuctton Chair and Members in 2016 Performs other actions as required by the NYSE listing standards and its Charter, including the retention of outside compensation consultants and other outside advisors.
Performs its committee functions for all Ameren subsidiaries, including the Company, which are registered companies pursuant to the Exchange Act.
Reviews Amerens compensation policies and practices to determine whether they encourage excessive risk taking.
Amerens Nominating and Corporate Governance Committee Ellen M. Fitzsimmons, 5
Chair Adopts policies and procedures for identifying and evaluating director nominees; identifies and evaluates individuals qualified to become Board members and director Catherine S. Brune candidates, including individuals recommended by shareholders.
Rafael Flores Gayle P. W. Jackson Reviews the Board s policy for director compensation and benefits.
Establishes a process by which shareholders and other interested persons will be able to communicate with members of the Board.
Develops and recommends to the Board corporate governance guidelines; oversees Amerens code of business conduct (referred to as its Principles of Business Conduct),
its Code of Ethics for Principal Executive and Senior Financial Officers and its Policy and Procedures with Respect to Related Person Transactions (see CORPORATE GOVERNANCE: below), which are applicable to the Company as well as Ameren Assures that Ameren and its subsidiaries, including the Company, address relevant public affairs issues from a perspective that emphasizes the interests of its key constituents (including, as appropriate, shareholders, employees, communities and customers); reviews and recommends to the Ameren Board shareholder proposals for inclusion in proxy materials that relate to public affairs and/or corporate social responsibility issues.
Reviews semi-annually with management the performance for the immediately preceding six months regarding constituent relationships (including, as appropriate, relationships with shareholders, employees, communities and customers).
Performs other actions as required by the NYSE listing standards and its Charter, including the retention of independent legal counsel and other advisors.
Performs its committee functions for all Ameren subsidiaries, including the Company, which are registered companies pursuant to the Exchange Act.
Amerens Nuclear and Operations Committee Oversees and reviews Amerens nuclear and other electric generation and electric and gas transmission and distribution operations, including safety, performance and compliance issues and risk management policies and practices related to such operations.
Reviews the impact of any significant changes in, and oversees compliance with, laws, regulations and standards specifically related to Amerens facilities and operations.
Reviews the results of major inspections and evaluations by regulatory agencies and oversight groups and managements response thereto.
Reviews and reports to the Board on the effectiveness of management in operating and managing Amerens operating facilities, including Amerens nuclear energy center Performs other actions as required by its Charter, including the retention of legal, accounting or other advisors.
Richard]. Harshman, Chair J. Edward Coleman Rafael Flores Gayle P. W. Jackson James C. Johnson 6 11)
(1)
This number includes meetings held in 2016 by the Nuclear Oversight and Environmental Committee, before it was reconstituted as the Nuclear and Operations Committee in April 2016.
12 Union Electric 2077 Information Statement
Table of ContenLs ITEMS YOU MAY VOTE ON Meetings 1Aineren Standing ftoarilqomm!ffee and Function
.Chait and Members
,-jn 2016 Amerens Finance Committee Stephen R. Wilson, 7
Chair Oversees overall financial policies and objectives of Ameren and its subsidiaries, including the Company, including capital project review and approval of financing plans and Walter J. Galvin transactions, investment policies and rating agency objectives.
Steven H. Lipstein Reviews and makes recommendations regarding Amerens dividend policy.
Reviews and recommends to Amerens Board the capital budget of Ameren and its subsidiaries, including the Company; reviews, approves and monitors all capital projects with estimated capital expenditures of between $25 million and $50 million; recommends to Amerens Board and monitors all capital projects with estimated capital costs in excess of
$50 million.
Reviews and recommends to Amerens Board Amerens and its subsidiaries, including the Companys, debt and equity financing plans.
Oversees the commodity risk assessment process, system of controls and compliance with established risk management policies and procedures for Ameren and its subsidiaries, including the Company.
Performs other actions as required by its Charter, including the retention of legal, accounting or other advisers.
C ORPORATE G OVERNANCE Corporate Governance Policies, Committee Charters and Codes of Conduct Amerens Board of Directors has adopted a Director Nomination Policy, a Policy Regarding Communications to the Board of Directors, a Policy and Procedures with Respect to Related Person Transactions, each applicable to Ameren and certain of its subsidiaries, including the Company, and written charters for its Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear and Operations Committee and Finance Committee. Amerens Board of Directors also has adopted a code of business conduct (referred to as Amerens Principles of Business Conduct) applicable to all of the directors, officers and employees of Ameren and its subsidiaries, including the Company, and a Code of Ethics for Principal Executive and Senior Financial Officers of all Ameren companies. These documents and other items relating to the governance of the Company can be found in the Investors section of Amerens website at www.ameren.com/investors. These documents are also available in print free of charge to any shareholder who requests them from the Office of the Companys Secretary.
Standing Board Committee Governance Practices The standing Board committees focus on good governance practices. These include:
requiring several meetings to discuss important decisions; receiving meeting materials several days in advance of meetings; and conducting executive sessions with committee members only.
Human Resources Committee Governance Practices The Ameren Human Resources Committee obtains professional advice from an independent compensation consultant engaged directly by and who reports to the Committee. It is the Ameren Human Resources Committees view that its compensation consultant should be able to render candid and expert advice independent of managements influence. In February 2017, Amerens Human Resources Committee approved the continued engagement of Meridian as its independent compensation consulting firm. In its Union Electric 2017 Information Statement 13
Table of Contents ITEMS YOU MAY VOTE ON decision to retain Meridian as its independent compensation consultant, the Committee gave consideration to a broad range of attributes necessary to assist the needs of the Committee in setting compensation, including:
a track record in providing independent, objective advice; broad organizational knowledge; industry reputation and experience:
in-depth knowledge of competitive pay levels and practices; and responsiveness and working relationship.
Meridian representatives attended all of the Ameren Human Resources Committee meetings during 2016. At the Human Resources Committees request, the consultant met separately with the Committee members outside the presence of management at each meeting, and spoke separately with the Committee Chair and other Committee members between meetings, as necessary or desired.
During 2016, the Committee requested of Meridian the following items:
market pay and market trend analyses, which assist the Committee in targeting executive compensation at the desired level versus market:
a review of change-in-control and severance provisions to help the Committee evaluate their appropriateness:
comparisons of short-term incentive payouts and financial performance to utility peers, which the Committee uses to evaluate prior-year short-term incentive goals and set future short-term incentive goals:
preparation of tally sheets of compensation components, which the Committee uses to evaluate the cumulative impact of prior compensation decisions; review and advice on the Compensation Discussion and Analysis section included in Amerens proxy statement to ensure full, accurate and clear disclosure, and other executive compensation-related proxy statement items:
advice in connection with the Committees risk analysis of Amerens and its subsidiaries, including the Companys, compensation policies and practices, in furtherance of the Committees responsibilities pursuant to its charter; advice with respect to legal, regulatory and/or accounting considerations impacting Amerens compensation and benefit programs, to ensure the Committee is aware of external views regarding the programs: and other requests relating to executive compensation issues.
Other than services provided to Amerens Human Resources Committee as set forth above and for Amerens Nominating and Corporate Governance Committee as described below, Meridian did not perform any other services for Ameren or any of its subsidiaries, including the Company, in 2016.
Pursuant to its letter agreement with the Ameren Human Resources Committee, if Ameren or management of Ameren proposes that Meridian perform services for Ameren or management of Ameren other than in Meridians retained role as consultant to the Committee and Amerens Nominating and Corporate Governance Committee, any such proposal is requited to be submitted to the Committee for approval before such services begin.
Each of Amerens Human Resources Committee and Nominating and Corporate Governance Committee has procedures for the purpose of determining whether the work of any compensation consultant raises any conflict of interest.
Pursuant to such procedures, in December 2016 each such committee considered various factors, including the six factors mandated by SEC rules, and determined that with respect to executive compensation-related matters, no conflict of interest was raised by the work of Meridian.
14 Union Electric 2Ol7lnformation Statement
Table of Contents Delegation of Authority Amerens Human Resources Committee has delegated authority to Amerens Administrative Committee, comprised of designated members of Amerens management, to approve changes, within specified parameters, to certain of Amerens and the Companys retirement plans. It has also delegated authority to management to make pro rata equity grants in the first year of eligibility for receipt of Performance Share Unit Awards (PSUP Awards) to executives who, while not Section 16 Officers, are newly promoted into a PSUP Award eligible role or hired into a PSUP Award eligible role during the year. In addition, Amerens Human Resources Committee has delegated to Amerens Chief Executive Officer the authority to make discretionary grants of equity awards from a pre-authorized pool of shares of Ameren Common Stock to executives who are not Section 16 Officers. Ameren will ensure the total value of the equity grants made by the Chief Executive Officer does not exceed a specified limit.
Role of Executive Officers The role of executive officers in compensation decisions for 2016 is described below under EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS. Mr. Moehn, as President of the Company, was not involved in determining his own compensation. See EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS below.
Human Resources Committee Interlocks and Insider Participation The current members of Amerens Human Resources Committee of the Board of Directors, Messrs. Johnson, Harshman, Lipstein and Wilson, were not at any time during 2016 or at any other time officers or employees of Ameren or its subsidiaries, including the Company, and no member had any relationship with Ameren or its subsidiaries, including the Company, requiring disclosure under applicable SEC rules.
No executive officer of Ameren or its subsidiaries, including the Company, has served on the board of directors or compensation committee of any other entity that has or has had one or mote executive officers who served as a member of the Board of Directors of Ameren or its subsidiaries, including the Company or the Human Resources Committee during 2016.
Consideration of Director Nominees Amerens Nominating and Corporate Governance Committee will consider director nominations from shareholders in accordance with Amerens Director Nomination Policy, which can be found in the Investors section of Amerens website at www.ameren.com. The Committee will consider as a candidate any director of the Company who has indicated to the Committee that he or she is willing to stand for reelection as well as any other person who is recommended by shareholders of the Company who provide the required information and certifications within the time requirements, as set forth in the Director Nomination Policy. The Committee may also undertake its own search process for candidates and may retain the services of professional search firms or other third parties to assist in identifying and evaluating potential nominees. The Company does not normally pay any third party search firm a fee to identify or evaluate or assist in identifying or evaluating nominees and did not do so with regard to the nominees recommended for election in this information statement.
In considering a potential nominee for the Board, shareholders should note that in selecting candidates, Amerens Nominating and Corporate Governance Committee endeavors to find individuals of high integrity who have a solid record of leadership and accomplishment in their chosen fields and who display the independence to effectively represent the best interests of all shareholders. Candidates are selected for their ability to exercise good judgment to provide practical insights and diverse perspectives and to contribute to the regular refreshment of skill sets represented on the Board. Candidates also will be assessed in the context of the then-current composition of the Board, the average tenure of the Board, the operating requirements of the Company and the long-term interests of all shareholders. In conducting this assessment, the Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates for director, consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills),
director tenure, board refreshment and such other factors as it deems appropriate given the then-current and Union Electric 2077 Information Statement 15
Tablc ol Conlerits anticipated future needs of the Board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process and under no circumstances will the Nominating and Corporate Governance Committee evaluate nominees recommended by a shareholder of the Company pursuant to a process substantially different than that used for other nominees for the same election or appointment of directors.
Amerens Nominating and Corporate Governance Committee considers the following qualifications at a minimum in recommending to the Board potential new Board members, or the continued service of existing members:
the highest professional and personal ethics; broad experience in business, government, education or technology; ability to provide insights and practical wisdom based on their experience and expertise; commitment to enhancing shareholder value; sufficient time to effectively carry out their duties; their service on other boards of public companies should be limited to a reasonable number; compliance with legal and regulatory requirements; and ability to develop a good working relationship with other Board members and contribute to the Boards working relationship with senior management of the Company.
Other than the foregoing, there are no stated minimum criteria for director nominees, although Amerens Nominating and Corporate Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its shareholders. In addition, because the Company is committed to maintaining its tradition of inclusion and diversity within the Board, each assessment and selection of director candidates will be made by Amerens Nominating and Corporate Governance Committee in compliance with Amerens policy of non-discrimination based on race, color, religion, sex, national origin, ethnicity, age, disability, veteran status, pregnancy, marital status, sexual orientation or any other reason prohibited by law. Amerens Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually to assure that the Board contains an effective mix of individuals to best advance the Companys long-term business interests.
Director Independence All nominees for director of the Companys Board are officers of the Company or its affiliates and therefore, do not qualify as independent under the NYSE listing standards. As previously explained, the Company has no securities listed on the NYSE and therefore, is not subject to the NYSE listing standards.
Policy and Procedures with Respect to Related Person Transactions Amerens Board of Directors has adopted the Ameren Corporation Policy and Procedures with Respect to Related Person Transactions. The policy applies to Ameren and its subsidiaries, including the Company, which are registered companies under the Exchange Act. This written policy provides that Amerens Nominating and Corporate Governance Committee will review and approve Related Person Transactions (as defined below); provided that Amerens Human Resources Committee will review and approve the compensation of each Company employee who is an immediate family member of a Company director or executive officer and whose annual compensation exceeds $120,000. The Chair of Amerens Nominating and Corporate Governance Committee has been delegated authority to act between Nominating and Corporate Governance Committee meetings. References in this section to the Nominating and Corporate Governance Committee and the Human Resources Committee refer to Amerens Nominating and Corporate Governance Committee and Amerens Human Resources Committee, respectively.
16 Union Electric 2017 Information Statement
Table oF Contents For purposes of this policy, immediate family member means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than five percent beneficial owner of the Company, and any person (other than domestic employees) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner.
The policy defines a Related Person Transaction as a transaction (including any financial transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)) in which Ameren (including the Company and any of Amerens other subsidiaries) was, is or will be a participant and the amount involved exceeds
$120,000 and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest, other than: (1) competitively bid or regulated public utility services transactions; (2) transactions involving trustee type services; (3) transactions in which the Related Persons interest arises solely from ownership of Company equity securities and all equity security holders received the same benefit on a pro rata basis; (4) an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction if (i) the compensation arising from the relationship or transaction is or will be reported pursuant to the SECs executive and director compensation proxy statement disclosure rules, or (ii) the executive officer is not an immediate family member of another executive officer or director and such compensation would have been reported under the SECs executive and director compensation proxy statement disclosure rules as compensation earned for services to the Company if the executive officer was a named executive officer as that term is defined in the SECs executive and director compensation proxy statement disclosure rules, and such compensation has been or will be approved, or recommended to Amerens Board of Directors for approval, by the Human Resources Committee of Amerens Board of Directors; or (5) compensation of or transaction with a director, if the compensation or transaction is or will be reported pursuant to the SECs executive and director compensation proxy statement disclosure rules.
Related Person is defined as (1) each director, director nominee and executive officer of the Company, (2) any person who is known by the Company (or any subsidiary of the Company) to be five percent or greater beneficial owners of any class of the Companys voting securities, (3) immediate family members of the foregoing persons and (4) any entity in which any of the foregoing persons is a general partner or principal or in a similar position or in which such person and all immediate family members of such person has a ten percent or greater beneficial interest.
The Office of the Corporate Secretary of Ameren assesses whether a proposed transaction is a Related Person Transaction for purposes of the policy.
The policy recognizes that Related Person Transactions may, in some circumstances, be in the best interests of the Company and its shareholders.
The approval procedures in the policy identity the factors the Nominating and Corporate Governance Committee will consider in evaluating whether to approve or ratify Related Person Transactions or material amendments to pre-approved Related Person Transactions. The Nominating and Corporate Governance Committee will consider all of the relevant facts and circumstances available to the Nominating and Corporate Governance Committee, including (if applicable) but not limited to: the benefits to the Company; the actual or apparent conflict of interest of the Related Person in the event of the Related Person Transaction, including, but not limited to, the impact on a directors independence; the availability and costs of other sources for comparable products or services; the terms of the transaction; the terms available to or from unrelated third parties or to employees generally; and an analysis of the significance of the transaction to both the Company and the Related Person. The Nominating and Corporate Governance Committee will approve or ratify only those Related Person Transactions (a) that are in compliance with applicable SEC rules and regulations, NYSE listing requirements and the Companys policies, including but not limited to the Principles of Business Conduct and (b) that are in, or are not inconsistent with, the best interests of the Company and its shareholders, as the Nominating and Corporate Governance Committee determines in good faith. The policy provides for the pre-approval by the Nominating and Corporate Governance Committee of certain Related Person Transactions up to one year prior to the commencement of the transaction.
Union Electric 2017 Information Statement 17
TIile of Contents During 2016, other than employment by the Company or its affiliates, the Company had no Related Person Transactions with directors and nominees for director and no Related Person Transactions are currently proposed.
o IRECTOR C OMPENSATION Directors who are employees or directors of Ameren or any of its subsidiaries receive no additional compensation for their services as Company directors. All nominees for director are employees of Ameren or its subsidiaries.
o THER M AHERS The Board of Directors does not know of any matter, other than the election of directors, which may be presented at the Annual Meeting.
18 Union Electric 2077 Information Statement
Table of Contenis SECURITY OWNERSHIP S ECURITIES OF THE C OMPANY cURLTrOWNEKS HIP As shown in the table below, all of the outstanding shares of our Common Stock are owned by Ameren. Of the 807,595 outstanding shares of our class of Preferred Stock, no shares were owned by our directors, nominees for director and executive officers as of March 1,2017. To our knowledge, there are no beneficial owners of five percent or more of the outstanding shares of our class of Preferred Stock as of March 1, 2017. As discussed under QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING above, our Common Stock and Preferred Stock shareholders vote together as a single class on mailers submitted to a vote at the Annual Meeting. No independent inquiry has been made to determine whether any shareholder is the beneficial owner of shares not registered in the name of such shareholder or whether any shareholder is a member of a shareholder group.
haresofCornmonStock Owned Beneficially at j1rnne.and Address of Beneficial Owner March 1 2017 Percent of.CprnnoStock (%)
Ameren Corporation 102,123,834 100 One Ameren Plaza 1901 Chouteau Avenue St. Louis, MO 63103 S ECURITIES OF A MEREN The following table sets forth certain information known to the Company with respect to beneficial ownership of Ameren Common Stock as of March 1,2017 for (i) each director and nominee for director of the Company, f ii) each individual serving as the Companys Chairman and President and the Companys Chief Financial Officer during 2016, and the three most highly compensated executive officers of the Company (other than the individuals serving as the Chairman and President and the Chief Financial Officer during 2016) who were serving as executive officers at the end of 2016, each as named in the Summary Compensation Table below (collectively, the Named Executive Officers) and (iii) all executive officers, directors and nominees for director as a group.
Number of Shares of Ameren Common Stock Percent Name Beneficially Owfled(1)
Owned (2)
Michael L. Moehn 53,159 Mark C. Birk 43,458 Fadi M. Diya 46,095 (3)
Martin J. Lyons, Jr.
103,428 Gregory C. Nelson 61,144 David N. Wakeman 19,570 All directors, nominees for director and executive officers as a group (7 persons) 358,070 Less than one percent.
(1)
This column lists voting securities. None of the named individuals held shares issuable within 60 days upon the exercise of Ameren stock options. Reported shares include those for which a director, nominee for director or executive officer has voting or investment power because of joint or fiduciary ownership of the shares or a relationship with the record owner, most commonly a spouse, even if such director, nominee for director or executive officer does not claim beneficial ownership.
(2)
For each individual and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as described above by the sum of the 242,634,798 shares of Ameren common Stock outstanding on March 1, 2017 and the number of shares of Ameren common Stock that such person or group had the right to acquire on or within 60 days of March 1, 2017.
(3)
This amount does not include shares payable in connection with Mr. Diyas March 2014 retention award, which vested as of February 28, 2017. Amerens Human Resources Committee retains discretion to pay between 0% and 150% of the target value of the award, based on Union Electric 2Ol7lnformation Statement 19
TabTe of Contents SEcuRITY OWNERSHIP achievement of the performance goals. The maximum award would result in the payment of 10,971 shares of Ameren Common Stock, based on the February 28, 2017, closing price of S54.69.
Since 2003, Ameren has had a policy which prohibits directors and executive officers from engaging in pledges of Ameren securities or short sales, margin accounts and hedging or derivative transactions with respect to Ameren securities.
In addition, since 2013, Ameren has had a policy which prohibits directors and employees of Ameren and its subsidiaries, including the Company, from entering into any transaction which hedges (or offsets) any decrease in value of Ameren equity securities that are (1) granted by Ameren to the director or employee as part of compensation or (2) held, directly or indirectly, by the director or employee.
The address of all persons listed above is do Union Electric Company, 1901 Chouteau Avenue, St. Louis, Missouri 63103.
S TOCK 0 WNERSHIP R EQUIREMENT FOR N AMED E XECUTIVE 0 FFICERS AND M EMBERS OF THE S ENIOR L EADERSHIP T EAM The stock ownership requirements applicable to the NEOs are described below under EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS. The Company also has stock ownership requirements applicable to members of the Senior Leadership Team. These requirements are included in Amerens Corporate Governance Guidelines, which are available on Amerens website or upon request to the Company, as described herein.
S ECTION 16(a) B ENEFICIAL 0 WNERSHIP R EPORTING C OMPLIANCE Section 16(a) of the Exchange Act requires the Companys directors and executive officers and persons who own more than ten percent of the Companys Common Stock to file reports of their ownership in the Companys Preferred Stock, and, in some cases, of its ultimate parents Common Stock, and of changes in that ownership with the SEC. SEC regulations also require the Company to identify in this information statement any person subject to this requirement who failed to file any such report on a timely basis. To our knowledge, based solely on a review of the filed reports and written representations that no other reports are required, we believe that each of the Companys directors and executive officers complied with all such filing requirements during 2016.
20 Union Electric 2077 Information Statement
Tahic of Conients EXECUTIVE COMPENSATION The information contained in the following Human Resources Committee Report shall not be deemed to be soliciting material or filed or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 78 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 7933, as amended, or the Exchange Act.
H UMAN R ESOURCES C OMMIHEE R EPORT The Human Resources Committee (the Committee) of Ameren Corporations (Ameren) Board of Directors discharges the Boards responsibilities relating to compensation of Union Electric Companys (the Company) executive officers. The Committee approves and evaluates all compensation of executive officers, including salaries, bonuses and compensation plans, policies and programs of the Company.
The Committee also fulfills its duties with respect to the Compensation Discussion and Analysis and Human Resources Committee Report portions of the information statement, as described in the Committees Charter.
The Compensation Discussion and Analysis has been prepared by management of the Company and its affiliates.
The Company is responsible for the Compensation Discussion and Analysis and for the disclosure controls relating to executive compensation.
The Committee met with management of the Company and its affiliates and the Committees independent consultant to review and discuss the Compensation Discussion and Analysis. Based on the foregoing review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this information statement, and the Board approved that recommendation.
Ameren Human Resources Committee:
James C. Johnson, Chairman Richard J. Harshman Steven H. Lipstein Stephen R. Wilson C OMPENSATION D ISCUSStON AND A NALYSIS This Compensation Discussion and Analysis (CD&A) describes the compensation decisions made for 2016 with respect to our Named Executive Officers or NEOs. Our NEOs are listed in the following table and the Summary Compensation Table on page 38.
Named Executive Officers Iiiii irr
.L
__J-__
Michael L. Moehn Chairman and President, Ameren Missouri Martin J. Lyons, Jr.
Executive Vice President and Chief Financial Officer, Ameren Fadi M. Diya Senior Vice President and Chief Nuclear Officer, Ameren Missouri Gregory L. Nelson Senior Vice President, General Counsel and Secretary, Ameren Mark C. Birk Senior Vice President, Corporate Safety, Planning and Operations Oversight, Ameren Services*
Effective January 1, 2017, Mr Birk became Senior Vice President, customer Operations, Ameren Missouri, Fiscal 2016 Executive Compensation Highlights Amerens pay-for-performance program led to the following actual 2016 compensation being earned:
2016 annual short-term incentive base awards based on EPS, safety performance and customer measures were earned at 107.0 percent of target: this payout reflected solid financial and Union Electric 2077 Information Statement 21
Table of Contents operational performance by Ameren and its subsidiaries in 2016 that was due, in part, to the successful execution of Amerens strategy: and 92.5 percent of the target three-year long-term incentive awards made in 2014 was earned based on Amerens total shareholder return relative to the defined utility peer group over the three-year measurement period (20142016) plus accrued dividends of approximately 11.8 percent. Ameren ranked 9th out of the 16-member peer group. The January 1 2014 PSU awards increased in value from $36.16 per share on the grant date to $52.46 per share as of December 31, 2016.
Guiding Objectives The compensation paid to the NEOs and discussed in this information statement is for services rendered in all capacities to Ameren and its subsidiaries, including the Company. Amerens objective for compensation of the NEOs is to provide a competitive total compensation program that is based on the size-adjusted median of the compensation opportunities provided by similar utility companies, adjusted for Amerens short-and long-term performance and the individuals performance. The adjustment for Amerens performance aligns the long-term interests of the NEOs with that of Amerens shareholders to maximize shareholder value.
22 Union ElectrIc 2077 Information Statement
Table of Contenls 2016 in Brief Amerens compensation philosophy and related governance features are executed by several specific policies and practices that are designed to align Amerens executive compensation with long-term shareholder interests, including:
Ameren develops pay opportunities at the size-adjusted median of those provided by similar utility companies, with actual payouts dependent on our corporate short-and long-term performance and the individuals performance.
Ameren designs our short-term incentives program so that it is entirely performance-based with the primary focus on our EPS and additional focus on safety and customer metrics and individual performance.
Ameren designs our long-term incentives program so that it is entirely performance-based with the primary focus on our total shareholder return versus that of a utility peer group and with an additional link to our EPS.
Ameren includes in our short-term and long-term incentive awards clawback provisions that are triggered if the Company makes certain financial restatements, or if the award holder engages in conduct or activity that is detrimental to the Company or violates the confidentiality or customer or employee non-solicitation provisions.
Ameren maintains stock ownership requirements for the Senior Leadership Team and Amerens non-management directors.
Ameren provides only limited perquisites, such as financial and tax planning.
Amerens change of control cash severance and equity vesting are both fully double-trigger.
An independent compensation consultant is engaged by and reports directly to the Committee.
Ameren intends payouts under our short-term and long-term incentives programs to satisfy the requirements of qualified performance-based compensation under Section 162(m) of the IRC and be eligible for tax deduction.
Ameren does not have employment agreements.
x Ameren does not allow employees, officers or directors to hedge Ameren securities.
Ameren does not allow executive officers or directors to pledge Ameren securities.
x Ameren does not provide tax gross-up payments on perquisites.
Ameren does not pay dividends or dividend equivalents on unearned incentive awards.
Ameren has never repriced or backdated equity-based compensation awards.
Ameren does not include the value of long-term incentive awards in Amerens pension calculations.
x Ameren does not offer excise tax gross-up payments except for officers who became participants in Amerens Change of Control Severance Plan prior to October 1, 2009.
Union Electric 2077 Information Statement 23
Table ot Contents Oveiview of Executive Compensation Program Components To accomplish out compensation objective in 2016, Amerens compensation program for the NEOs consisted of several compensation elements, each of which is discussed in more detail below. Although all compensation elements are totaled for comparisons to the Market Data (the size-adjusted median of the compensation paid by similar utility industry peer companies), decisions with respect to one element of compensation (e.g., long-term incentives) tend not to influence decisions with respect to other elements of compensation (e.g., base salary). The following are the material elements of Amerens compensation program for the NEOs:
base salary; short-term incentives; long-term incentives, specifically Amerens Performance Share Unit Program; retirement benefits; limited perquisites; and double-trigger change of control protection.
Ameren also provides various health and welfare benefits to the NEOs on substantially the same basis as it provides to all salaried employees.
Each element is reviewed individually and considered collectively with other elements of Amerens compensation program to ensure that it is consistent with the goals and objectives of that particular element of compensation as well as Amerens overall compensation program.
Market Data and Compensation Peer Group In October 2015, the Committees independent consultant collected and analyzed comprehensive industry data, including base salary, target short-term incentives (non-equity incentive plan compensation) and long-term incentive opportunities. The industry data was obtained from a proprietary database maintained by Aon Hewitt.
The elements of pay were benchmarked both individually and in total to the same comparator group.
To develop the Market Data (the size-adjusted median of the compensation opportunities provided by similar utility industry companies), compensation opportunities for the NEOs were compared to the market data showing compensation opportunities for comparable positions at companies similar to Ameren, defined as regulated utility industry companies in a revenue size range approximately one-half to double Amerens size, with a few exceptions (Amerens compensation peers). The Committees independent consultant used statistical techniques to adjust the data to be appropriate for Amerens revenue size and produce the Market Data. Amerens compensation peers have a range of revenues, but because of the use of regression analysis, this did not necessarily impact the Market Data. The compensation peers market capitalizations had no bearing on the Market Data, because market capitalization is not used as a size-adjustment variable.
Ameren provides compensation opportunities at levels indicated by the Market Data, and designs its incentive plans to pay more or less than the target amount when performance is above or below target performance levels, respectively.
Thus, Amerens plans are designed to result in payouts that are market-appropriate given its performance for that year or period.
24 Union Electric 2077 Information Statement
Table of Contents The companies identified as the compensation peers used to develop 2016 compensation opportunities from the above-described data are listed below. The list is subject to change each year depending on mergers and acquisitions activity, the availability of the companies data through Aon Hewiffs database and the continued appropriateness of the companies in terms of size and industry in relationship to Ameren.
AGL Resources, Inc.
Duke Energy Corp.
PPL Corporation Alliant Energy Corporation FirstEnergy Corp.
PSEG, Inc.
American Electric Power Co.
Integrys Energy Group, Inc.
SCANA Corporation CenterPoint Energy, Inc.
NiSource Inc.
Sempra Energy CMS Energy Corporation OGE Energy Corp.
WGL Holdings, Inc.
Dominion Resources, Inc.
Pacific Gas & Electric Corporation Xcel Energy, Inc.
DIE Energy Company Pinnacle West Capital Corporation Mix of Pay Ameren believes that both cash compensation and noncash compensation are appropriate elements of a total rewards program. Cash compensation is short-term compensation (i.e., base salary and annual incentive awards), while noncash compensation is generally long-term compensation (i.e., equity-based incentive compensation).
A significant percentage of total compensation is allocated to short-term and long-term incentives as a result of the philosophy mentioned above. During 2016, there was no pre-established policy or target for the allocation between either cash and noncash or short-term and long-term compensation. Rather, the Committee reviewed the Market Data provided by its consultant to determine the appropriate level and mix of incentive compensation. The allocation between current and long-term compensation was based primarily on competitive market practices relative to base salaries, annual incentive awards and long-term incentive award values. By following this process, the impact on executive compensation was to increase the proportion of pay that is at risk as an individuals responsibility within the Company increases, and to create long-term incentive opportunities that exceed short-term opportunities for NEOs.
Union Electric 2077 Information Statement 25
Table of Contents Moehn Lyons Diya Nelson Birk Moehn Lyons D iya Nelson B irk Chairman and President 29%
27%
33%
31%
39%
Other Named Executive Officers (average) 48%
47%
53%
51%
61%
710/
73%
67%
69%
610/
52%
53%
47%
49%
39%
2016 F IXED V ERSUS P ERFORMANCE -B ASED C OMPENSATION The following table shows the allocation of each NEOs base salary and short-term and long-term incentive compensation opportunities between fixed and performance-based compensation at the target levels.
Name
Compensation Compensation 2016 T OTAL C ASH V ERSUS E QUITY -B ASED C OMPENSATION The following table shows each NEDs base salary and short-term and long-term incentive compensation as allocated between cash and equity-based compensation at the target levels.
Total Cash Total Equit-based Name Compensation Compensation Chairman and President 4r6 Other Named Exectitive Ofhcer5 (average) 26 Union Electric 2017 Information Statement
Table of Contents 2016 S HORT -T ERM V ERSUS L ONG -T ERM I NCENTIVE C OMPENSATION The following table shows each NEOs target short-term and long-term incentive compensation opportunities as a percentage of each NEOs base salary (each at the target level). Such award opportunities were determined primarily considering the Market Data mentioned above.
Base Salary 60%
65%
55%
Ameren chooses to pay base salary as a standard compensation program element. Amerens base salary program is designed to reward the NEOs with market competitive salaries based upon role, experience, competence and sustained performance.
Ameren determines the amount for base salary by referencing the Market Data discussed above. Based on this data and the scope of each NEOs role, a base salary range was established for each position at +/- 20 percent of the established market rate for the position. The base salary of each NEO is typically managed within this pay range.
In 2015, Mr. Warner L. Baxter (Chairman, President and Chief Executive Officer of Ameren) recommended a 2016 base salary increase for each of the other NEOs considering their then-current salary in relation to the Market Data, experience and sustained individual performance and results. These recommendations, which took into account the Market Data provided by the Committees compensation consultant, were presented to the Committee for discussion and approval at the December 2015 Committee meeting. Increases were approved based on the Market Data and base salary range, experience, individual performance and the need to retain an experienced team. Performance takes into account competence, initiative and contribution to achievement of our goals and leadership.
Short-Term Incentive Compensation: Executive Incentive Plan 2076 Ameren Executive Incentive Plan Amerens short-term incentive compensation program element is entitled the Ameren Executive Incentive Plan (EIP). The EIP for 2016 was designed to reward the achievement of Amerens EPS performance, safety performance as measured by lost workdays away (a day away from work because of an occupational illness or injury) (LWA), customer measures relating to reliability and affordability, and individual performance. Ameren chooses to pay it to encourage higher annual corporate and individual performance.
How the EIP Works For 2016, the EIP (the 2016 ElF) was comprised of the following components:
Ameren EPS, weighted at 80%;
safety LWA performance, weighted at 10%;
three quantitative customer measures relating to reliability and affordability, weighted at 10% in total; and Moehn Lyons Diya Nelson B irk 75%
195%
140%
160%
100%
Union Electric 2017 Information Statement 27
Table of Contents EXECUTIVE COMP{ON an individual performance modifier.
Caicuiat
,t.,;
lr,ccntive Ss? meal Measurp YF FormuInr.
lndvjdijai Rrie A.rd Pçrfomancv
.Ø s _
1!O5 I
I
-+
Cmr__
Targets for 2016 EPS, Safety LWA and Customer Measures EPS, LWA and Customer Measures The Committee established three levels of goals for each of Ameren EPS, LWA and three customer measures under the 2016 EIP. The customer measures relate to reliability and affordability. They are System Average Interruption Frequency Index (SAIFI), Equivalent Availability Base Load Coal Fleet tEA) and the Callaway Performance Index (CPI),
each described below. Payouts for Ameren EPS, LWA, SAIFI, EA and CPI performance falling between the established levels were interpolated on a straight-line basis. The three goal levels are described below:
Based on the budget approved by the EPS 92% of Target Board of Directors and aligned with 108% of Target shareholder guidance*
lop quartile of utility industry peers and LWA 5 more incidents than Target 4 fewer incidents than Target better than best historical performance Set considering 5-year historical Aligned with top tier of utility Better than top quartile performance of SAIFI performance and expected high industry peers utility industry peers performance level Executing all planned outage work with 0
EA 97.5% of Target 102.5/0 of Target no delays or unplanned outage work Improvement over the average score for Aligned with industry excellent CPI 95.7% of Target the past three refueling outage years performance for an outage year Established at a lower level than that of the 2015 EIP primarily due to significantly lower expected Missouri electric revenue margins on account of the February 8,2016 bankruptcy filing of Ameren Missouris largest industrial customer.
Customer Measures SAIFI is a standard customer reliability measure which indicates how often the average customer experiences a sustained interruption over a one-year period. The measure excludes major events (for example, major storms) and is calculated consistent with the Institute of Electrical and Electronics Engineers (IEEE) standards. A lower SAIFI result indicates better performance.
EA measures the percentage of the year Ameren Missouris coal-fired base load generation fleet is available for operating at full capacity. The measure is calculated by subtracting equivalent forced and 28 Union Electric 2017 Information Statement
Table of Contenis scheduled outages from the energy centers available hours (i.e., the period of time during which a unit is capable of service whether it is actually in service or not) and dividing this by the hours in the year. Ameren calculates EA consistent with North American Electric Reliability Corporation (NERC) reporting standards. A higher EA result indicates better performance.
The CPI measures overall energy center performance through an industry standard index comprised of 12 safety and reliability measures. The CR1 measures performance over a 12-month period. A higher CPI score indicates better performance.
Individual Performance Modifier The 2016 EIP base award for each NED was subject to upward or downward adjustment for individual performance on key performance variables. These included leadership and the achievement of key operational goals (other than those specifically mentioned in the plan), as applicable and as determined by the Committee.
Historically, the Individual Performance Modifier has been used to differentiate performance that is considerably above or below that expected. Such differentiations do not lend themselves to formulas and are applied at the Committees discretion.
Individual Performance Modifier could reduce the base award by up to 50 percent, with the ability to pay zero for poor or non-performance. Increases could be up to +50 percent of the base award, with a potential maximum total award at 200 percent of each NEDs target opportunity. With respect to each NED, adjustments to the base award are in all cases subject to the maximum permitted amount pre-established by the Committee (See Section 162(m) of the IRC below).
2076 Performance Base Award, Earned through the Achievement of Ameren EPS, Safety LWA and Customer Measures At the February 2017 Committee meeting, Mr. Baxter presented 2016 EIP achievement levels for Ameren EPS, safety performance and customer measures, and recommended EIP payouts for the NEOs (other than with respect to himself) to the Committee for review:
Ameren EPS was calculated in accordance with generally accepted accounting principles (GAAP) as diluted EPS from continuing operations. Consistent with its actions in prior years and as permitted under the terms of the relevant underlying plans, the Committee can make adjustments to Ameren EPS in order to include or exclude specified items of an unusual or non-recurring nature as determined by the Committee in its sole discretion. For 2016, Mr. Baxter presented, and the Committee concurred with, a downward adjustment to 2016 EPS of $0.09 to exclude tax benefits associated with share-based compensation, which were recognized in the first quarter of 2016 in connection with the adoption of new accounting guidance. This adjustment resulted in a net decrease of $0.09 in Amerens EPS under GAAP of $2.68 for an adjusted EPS of $2.59 and a payout of 122.50% of Target.
LWA cases were 31 in 2016, resulting in no payout for this metric.
The customer measures consist of the following three metrics: (i) SAIFI performance was 0.89, for a payout of 120.00% of Target; (ii) EA performance was 77.8%, resulting in no payout for this metric; and (iii) CPI performance was 97.3, for a payout of 150.00% of Target.
The weighted and combined EPS, LWA and customer measures resulted in a combined payout of 107.00%
of Target.
Union Electric 2017 Information Statement 29
Table of Contents The resulting metrics and payouts, as approved by the Committee in February 2017, are shown below.
Threshold Target Maximum
Performance Performance Performance (50% Payout (100% Payout (150% Payout Weighted tPerformance as a % of as a % of as a % of Payout for Base Award Metric
% Weight Target)
Target)
Target) 2016.Resutts..
,EachMtiic
% of Ta et EPS 80%
2.30 2.50*
2.70 2.59 122.50%
98.00%
LWA 10%
24 19 15 31 0%
0%
SAIFI 3
1
/3%
1.03 0.93 0.83 0.89 120.00%
4.00%
EA 31
/3%
79.2%
81.2%
83.2%
77.8%
0%
0%
CPI 3i
/3%
90 94 97 97.3 150.00%
5.00%
Total 100%
107.00%
Established at a lower level than that of the 2015 EIP primarily due to significantly lower expected Missouri electric revenue margins on account of the February 8, 2016 bankruptcy filing of Ameren Missouris largest industrial customer.
Earned through Individual Performance Modifier As discussed above, the 2016 EIP base awards were subject to upward or downward adjustment by up to 50 percent based upon an NEOs individual contributions and performance during the year. For 2016, the Committee, after consultation with Mt. Baxter, modified the 2016 EIP base award for Mr. Moehn by plus 3 percent of the 2016 base award, for Mr. Lyons by plus 5 percent of the 2016 base award and for Mr. Diya by pIus 2 percent of the 2016 base award. In each case, these adjustments were made as a result of the NEDs performance on the variables described above.
Resulting 2076 EIP Payouts Actual 2016 EIP payouts are shown below as a percent of target. Payouts were made in February 2017 and are set forth under column (g) entitled Non-Equity Incentive Plan Compensation in the Summary Compensation Table.
lf1nt-Moehn 110.3%
Lyons 112.4%
Diya 109.1%
Nelson 107.0%
Birk 107.1%
Section 762(m) of the IRC In order to maximize the tax deductibility of these amounts, the Committee set a maximum limitation on the 2016 short-term incentive payouts for each NEO, and in so doing, intends for such payouts to meet the definition of qualified performance-based compensation under Section 162(m) of the IRC. The maximum limitation on such payouts is equal to 0.5 percent of Amerens 2016 net income and is subject to automatic adjustment to exclude the effects of certain customary items, such as any change in federal, state or local tax laws or regulations. As permitted under Section 162(m) of the IRC, the Committee may exercise negative discretion to approve actual payouts that are lower than the maximum limitation.
Actual short-term incentive payouts are determined by the Committee based on achievement levels with respect to Ameren EPS, safety LWA, and customer measures. The 2016 short-term incentive payouts are shown in column (g) of the Summary Compensation Table.
30 Union Electric 2077 Information Statement
Table ol Contents 2077 Ameren Executive Incentive Plan The EIP effective for 2017 will incorporate the following design changes:
Increased maximum payout for corporate performance to 200% of target from 150% consistent with market practice (the overall maximum payout remains 200% of target);
reduced individual performance modifier to +1-25% from +1-50% with the continued ability to pay 0% for poor performance; and modified the safety metric from a lagging indicator (LWA) to a leading indicator of safety performance. The new metric is co-worker to co-worker interactions a formal process for co-worker interactions with the goal of reinforcing safe behaviors, providing constructive feedback for risky and/or unsafe behaviors and conditions, identifying and discussing corrective actions and gathering behavior data for trending and sharing across Ameren. This new metric aligns compensation with the focus on strengthening Amerens safety culture. The individual performance modifier described above may be used to reflect individual contributions to safety results.
Long-Term Incentives: Performance Share Unit Program (PSUP)
In General A performance share unit (PSU or share unit) is the right to receive a share of Ameren Common Stock if certain long-term performance criteria are achieved and certain service requirements are met.
Role of the PSUP The 2016 PSU grants, which are governed by the Ameren shareholder-approved 2014 Plan, were designed to serve the following roles in the compensation program:
provide compensation dependent on Amerens three-year total shareholder return (TSR) (calculated as described below under 2016 Grants) versus a utility peer group (a PSUP Peer Group), as identified below; provide some payout (below target) if three-year relative TSR is below the 30th percentile but the three-year average Ameren EPS reaches or exceeds the average of the EIP EPS threshold levels in 2016, 2017 and 2018; accrue dividends during the performance period on shares ultimately earned in order to further align executives interests with those of shareholders; promote retention of executives during a three-year performance period; and share Ameren Common Stock price increases and decreases over a three-year period.
PSUP Design Ameren awards PSU grants to accomplish the following:
align executives interests with shareholder interests: awards are denominated in Ameren Common Stock units and paid out in Ameren Common Stock. Payouts are dependent on Amerens Common Stock performance compared to the performance of the PSUP Peer Group and are limited to target if TSR is negative; be competitive with market practice: the majority of regulated utility companies use plans similar to this program, and with this performance measure; promote Ameren Common Stock ownership: payout of earned awards is made 100 percent in Ameren Common Stock, with dividends on Ameren Common Stock, as declared and paid, reinvested into additional share units throughout the performance period;
Union Electric 2077 Information Statement 31
Table of Contents allow executives to share in the returns created for shareholders: returns for shareholders include dividends as declared and paid and this is reflected in the plan performance measure and rewards; and facilitate retention of key executives: annual competitive grants with a three-year performance period provide incentive for executives to stay with Ameren and manage Ameren in the long-term interests of Ameren and its shareholders.
PSUs are also intended to be eligible for the qualified performance-based compensation exception from the
$1 million limit on deductibility of executive compensation imposed by Section 162(m) of the IRC.
2016 Grants For 2016, a target number of PSUs (determined primarily based on the Market Data mentioned above) was granted to each NED pursuant to the 2014 Plan, as reflected in column (g) of the Grants of Plan-Based Awards Table. The threshold and maximum amounts of actual payout for the 2016 PSU awards are reflected in columns (f) and (h) of the Grants of Plan-Based Awards Table (not including any potential dividends). The grant amount and actual payout amounts for the 2016 PSU awards are calculated as follows:
The Committee determined the target amount based upon a specified percentage of each NEDs base salary, expressed as a dollar amount. The grant amount was determined by dividing the target amount by the December 2015 trading average of Amerens stock price.
The actual number of 2016 PSUs earned will vary from 0 percent to 200 percent of the NEDs target number of PSUs, based primarily on our 20162018 TSR measured relative to a PSUP Peer Group, and will be contingent on continued employment through the payment date (other than with respect to death, disability, an eligible retirement or qualifying termination under a change in control).
For purposes of calculating PSUP award payouts, TSR is calculated as the change in the 30-day trading average of the stock price prior to the beginning of the award period and the 30-day trading average of the stock price prior to the end of the award period, plus dividends paid (and assuming quarterly reinvestment on each companys ex-dividend date), divided by such beginning average stock price.
If relative TSR for the performance period is below the 30th percentile, in order to receive a 30 percent payout, the average annual Ameren EPS for such three-year period must be greater than or equal to the average of the Ameren EPS thresholds under each EIP during such period (described further below under PSUP Performance/Payout Relationship).
The payout of PSUs will include the payout of any accrued dividend equivalents relating to the number of PSUs actually earned.
The NEOs cannot vote or transfer share unit awards granted under the PSUP until the shares are paid out.
Effective with the 2016 grant, PSUP retirement provisions were modified to provide only prorated awards for all retirement-eligible participants age 55 or greater with at least 5 years of service who retire during the performance period.
For grants made prior to 2016, retirement-eligible participants age 62 or greater with at least ten years of service who retire during the performance period receive a full (non-prorated) award at the end of the three-year performance period.
PSUP Peer Group The analysis to determine the 2016 PSUP Peer Group was made as of December 2015 using the criteria below measured as of November 30, 2015 unless otherwise noted.
Classified as a NYSE Investor Owned Utility, within SNL Financial LCs SEC/Public Companies Power Database.
32 Union Electric 2077 Information Statement
Table or Conients Market capitalization greater than $2 billion (as of September 30, 2015).
Minimum S&P credit rating of BBB- (investment grade).
EXECUTIVE COMPENSATION Not an announced acquisition target.
Dividends flat or growing over the last twelve-month period (as of September 30, 2015).
Not undergoing a major restructuring including, but not limited to, a major spin-off or sale of a significant asset.
The 19 companies included in the 2016 PSUP Peer Group are listed below. These PSUP Peer Group companies are not entirely the same as the compensation peers used for market pay comparisons, because inclusion in this group was not dependent on a companys revenues relative to Ameren or its participation in an executive pay database. In order to be counted in the final calculations, a company must still be in existence and have a ticker symbol at the end of the performance period. The Committee retains discretion to make exceptions for inclusion or exclusion of companies in the PSUP Peer Group during the performance period, based upon the criteria established above, in order to ensure the most appropriate and relevant peer group. The 2016 PSUP Peer Group initially also included Westar Energy, Inc., but the Committee approved the removal of Westar due to Westars pending acquisition by Great Plains Energy, Inc.
SCANA Corporation Southern Company Vectren Corporation WEC Energy Group, Inc.
Xcel Energy, Inc.
Once Amerens 20162018 TSR is calculated and compared to the utility peer group, the scale below determines the percent of a target PSU award that is paid. Payout for performance between points is interpolated on a straight-line basis.
Alliant Energy Corporation Avista Corporation CMS Energy Corporation Consolidated Edison, Inc.
Edison International Eversource Energy Great Plains Energy Inc.
PSUP Performance/Payout Relationship IDACORP, Inc.
NiSource, Inc.
Northwestern Corporation Pacific Gas and Electric Corporation Pinnacle West Capital Corporation PNM Resources, Inc.
Portland General Electric Company TSR Performance or, as applicable, EPS Payout (% of Share 9erformance Units Granted) 90th percentile +
200%
)
If TSR is negative over the three-year period, the plan is capped at 700% of target regardless of performance vs. the PSUP Peer Group 70th percentile 150%
50th percentile 100%
30th percentile 50%
Below 30th percentile but three-year average Ameren EPS reaches or exceeds 30°!
the average of the EIP EPS threshold levels in 2016, 2017 and 2018 Below 30th percentile and three-year average Ameren EPS does not reach the 0% (No payout) average of the EIP EPS threshold levels in 2016, 2017and2018
Section 762(m) of the IRC
In order to maximize the tax deductibility of these amounts, the Committee set a maximum (imitation on the 2016 PSUP payouts for each NEO, and in so doing, intends for such payouts to meet the definition of qualified performance-based compensation under Section 162(m) of the IRC. The maximum limitation on such payouts is equal to 1.2 percent of our cumulative 2016, 2017 and 2018 GAAP net income and is subject to automatic adjustment to exclude the effects of certain customary items, such as any change in federal, state or Union Electric 2077 Information Statement 33
Table of Contents EXECUTIVE COMPES1ON local tax laws or regulations. As permitted under Section 162(m) of the IRC, the Committee may exercise negative discretion to approve actual 2016 PSUP payouts that are lower than the maximum limitation. Actual PSUP payouts will be determined by the Committee based on the comparison of Amerens TSR against the PSUP Peer Group for the performance period.
2014 PSU Awards Vesting The PSUP performance period for the 2014 grants ended December 31, 2016. Amerens 20142016 TSR performance was determined to be at the 47 th percentile of Amerens 2014 PSUP Peer Group. The following table shows the 2014 PSU awards, their original value at grant, the number earned (which equals the target number plus accrued dividends times 92.5 percent), and their value at the vesting date (December 31, 2016). The resulting earned amounts were 150 percent of the original target value of the January 1, 2014 awards and 132 percent of the original target value of the April 1, 2014 award, which reflects both TSR performance against the utility peer group and the actual TSR generated during the three-year period.
Earnd Value Target Value 2014 PSU Value at as Percent of Target 2014 at Stock Price Ofl Awards Earned Year End Original PSU Awards Date of Grant (1)
(2)
Stock PrIce (3)
Target Value (3)
Name Grant Date
- f#).
(#)
f$)
f%)
Moehn 1/1/2014 12,110 437,898 12,527 657,166 150 4/1/2014(4) 5,856 238,691 5,999 314,708 132 Lyons 1/1/2014 27,690 1,001,270 28,643 1,502,612 150 Diya 1/1/2014 15,083 545,401 15,602 818,481 150 Nelson 1/1/2014 20,267 732,855 20,965 1,099824 150 Birk 1/1/2014 9,217 333,287 9,534 500,154 150 (1)
Valuations are based on the most recent closing price of Ameren Common Stock on the NYSE as of the date the 2014 PSU awards were granted: For the January 1, 2014 awards $36.16, and for the April 1, 2014 award
$40.76.
(2)
The number of 2014 PSU awards earned includes dividend equivalents, equal to approximately an additional 11.8 percent of the shares earned under the January 1, 2014 awards, and 10.8 percent of the shares earned under the April 1, 2014 award, which accrued and were reinvested throughout the three-year performance period. See the Option Exercises and Stock Vested Table below for additional details regarding PSUs vested in 2016.
(3)
Valuations are based on $52.46 per share, the most recent closing price of Ameren Common Stock on the NYSE as of December 31, 2016, the date the 2014 PSU awards vested. The earned value percent represents a payout of 92.5 percent, dividend accumulation of 11.8 percent for the January 1, 2014 awards and 10.8 percent for the April 1, 2014 award, and stock price appreciation from the time the awards were granted to the December31, 2016 vesting.
(4)
Mr. Moehn received an additional 2014 PSU grant on April 1, 2014 due to his promotion to Chairman and President of the Company.
2015 and 2076 PSU Awards The PSUP performance periods for the 2015 and 2016 grants will not end until December 31, 2017 and December 31, 2018, respectively. The figures in column (e) of the Summary Compensation Table of this information statement for the years 2015 and 2016 represent the aggregate grant date fair values for the PSUP performance grants, computed as described in footnote (3) to the Summary Compensation Table. There is no guarantee that such amounts will ultimately be earned by participants.
34 Union Electric 2077 Information Statement
Table of Contents Perquisites Ameren provides limited perquisites to provide competitive value and promote retention of the NEOs and others.
Retirement Benefits The objective of retirement benefits is to provide post-employment security to employees of Ameren and its subsidiaries, including the Company. Such benefits are designed to reward continued service. Ameren chooses to provide these benefits as an essential part of a total compensation package to remain competitive with those packages offered by other companies, particularly utilities.
There are several retirement benefit programs applicable to the NEOs, including:
Amerens 401(k) savings and cash balance retirement plans; Supplemental Retirement Plans (together, the SRP) that provide the NEOs a benefit equal to the difference between the benefit that would have been paid if IRC limitations were not in effect and the reduced benefit payable as a result of such IRC limitations; and a deferred compensation plan that provides the opportunity to defer part of base salary and all or a portion of non-equity incentive compensation, as well as earnings thereon. Beginning with plan years commencing on and after January 1,2010, this includes deferrals of cash compensation above IRC limitations, together with Ameren matching credits on these deferrals.
A more detailed explanation of retirement benefits applicable to the NEOs is provided in this information statement under the captions P ENSION B ENEFITS and N ONQUALIFIED D EFERRED C OMPENSATION below.
Severance All regular full-time employees, including our NEOs, participate in the Ameren Corporation Severance Plan for Ameren Employees, which provides for severance based on years of service and weeks of pay in the event of a qualifying termination. The plan provides market-level payments in the event of an involuntary termination.
Change of Control Amerens Second Amended and Restated Change of Control Severance Plan, as amended, is designed to reward NEOs for remaining employed with us when their prospects for continued employment following a transaction may be uncertain. The objectives of this plan are to maintain a stable executive team during the process and to assist us in attracting highly qualified executives into the Company.
Change of Control protections provide severance pay and, in some situations, vesting or payment of long-term incentive awards, upon a Change of Control of Ameren. The arrangements provide market-level payments in the event of an involuntary termination not for Cause or a voluntary termination for Good Reason. Definitions of Change of Control, Cause and Good Reason, as well as more complete descriptions of Change of Control protections, are found below under the caption OTHER P OTENTIAL P OST -E MPLOYMENT P AYMENTS Change of Control.
The applicable triggers are structured so that payment and vesting occur only upon the occurrence of both a change of control and a qualifying termination of employment.
Ameren considers it likely that it will take more time for higher-level employees to find new employment than for other employees, and therefore senior management, including the NEOs, generally ate paid severance upon a termination for a longer period following a Change of Control. The Committee considered this as well as the factors described in the preceding paragraph in structuring the cash payments described under 0 THER P OTENTIAL p os -E MPLOYMENT P AYMENTS Change of Control below, which a NED would receive if terminated within two years following a Change of Control.
Union Electric 2017 Information Statement 35
Table or Contents Common Stock Ownership Requirement Ameren has a stock ownership requirement for members of the Senior Leadership Team (which includes the NEOs) that fosters long-term Common Stock ownership and aligns the interests of the Senior Leadership Team and shareholders.
The stock ownership requirement applicable to the Senior Leadership Team is included in Amerens Corporate Governance Guidelines and was recently amended to increase the ownership requirements for the Senior Leadership Team. The requirement provides that each member of the Senior Leadership Team is required to own shares of Amerens Common Stock valued as a percentage of base salary as follows:
President and Chief Executive Officer of Ameren: 5 times base salary; Chief Financial Officer of Ameren and President of Ameren Services and President of each Ameren business segment: 3 times base salary; Other Section 16 Officers: 2 times base salary; and All Other Members of the Senior Leadership Team: 1 times base salary.
If at any time a member of the Senior Leadership Team does not satisfy the applicable stock ownership requirement, such member of the Senior Leadership Team must retain at least 75 percent of the after-tax shares acquired upon the vesting and settlement 01(i) the Senior Leadership Team members awards that are then outstanding under Amerens equity compensation programs and (ii) any future awards granted to the Senior Leadership Team member under Amerens equity compensation programs, until the applicable stock ownership requirement is satisfied. All NEOs are in compliance with the increased stock ownership requirements, including taking into account any base salary increases for fiscal year 2017.
Ameren An ti-Pledging and Anti-Hedging Policy Ameren maintains policies that prohibit executive officers and directors from engaging in pledges of Ameren securities or short sales, margin accounts and hedging or derivative transactions with respect to Ameren securities. In addition, Amerens policies prohibit Company directors and employees from entering into any transaction which hedges (or offsets) any decrease in the value of Ameren equity securities, as discussed under SECURITY OWNERSHIP S ECURITIES OF A MEREN above.
Clawback Awards granted under the 2006 Plan or the 2014 Plan, including EIP and PSU awards, are subject to a clawback in certain circumstances. If Ameren is required to prepare an accounting restatement due to the material noncompliance of Ameren, as a result of misconduct, with any financial reporting requirement under the securities laws, and if an award holder knowingly or with gross negligence engaged in or failed to prevent the misconduct, or if the award holder is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the award holder will be required to reimburse Ameren the amount of any payment in settlement of an award earned or accrued during the 12-month period following the first public issuance or filing of the financial document embodying the financial reporting requirement.
In addition, beginning with the 2015 EIP awards and PSU awards granted in 2015, if the award holderengages in condLict or activity that is detrimental to Ameren or violates the confidentiality or customer or employee non-solicitation provisions included in the award, generally, the award holder will be required to repay the award to Ameren after receiving a demand from Ameren for the repayment.
Timing of Compensation Decisions and Awards Amerens Board and the Committee establish meeting schedules annually, well in advance of each meeting, to ensure a thorough and thoughtful decision process. Incentive compensation awards are made at regularly scheduled meetings.
36 Union Electric 2077 Information Statement
Tabk of Contents Following is a discussion of the timing of certain compensation decisions for 2016 at Ameren:
the N EQs base salaries for 2016 were reviewed and a 2016 base salary increase for each of the NEOs was approved at the December 2015 Committee meeting, as discussed under Base Salary above; 2016 EIP target opportunities (as a percentage of base salary) were established for the NEOs and the range of 2016 EIP EPS, safety LWA and customer measures for 2016 was set at the December 2015 and February 2016 Committee meetings, respectively; 2016 PSU grants to the NEOs were approved at the December 2015 Committee meeting; and the final determination of the 2016 EIP and 2014 PSU payouts were made at the February 2017 Committee meeting.
Decisions relating to material elements of compensation are fully deliberated by the Committee at each Committee meeting and, when appropriate, over the course of several Committee meetings. This allows for any follow-up to questions from Committee members in advance of the final decision. The Committee makes long-term incentive grants at its December meeting of the year prior to the year the grants ate made. The Committee expects to continue to establish base salaries at its December meeting each year, with such base salaries to be effective in the following January.
Other Considerations for Changes in Compensation Opportunities Market Data, retention needs and general economic conditions have been the primary factors considered in decisions to increase or decrease compensation opportunities materially. Corporate and individual performance are the primary factors in determining the ultimate value of those compensation opportunities.
Role of Executive Officers For 2016, Amerens Chief Executive Officer, Mr. Baxter, with the assistance of the Senior Vice President, Corporate Communications and Chief Human Resources Officer of Ameren Services, Mark C. Lindgren, recommended to the Committee compensation amounts for the other NEOs. Amerens Chief Executive Officer makes recommendations to the Committee with respect to the compensation of the NEOs (other than himself) and other senior executives. Amerens Chief Executive Officer possesses insight regarding individual performance levels, degree of experience and future promotion potential. In all cases, Amerens Chief Executive Officers recommendations are presented to the Committee for review based on the Market Data provided by the Committees independent consultant. The Committee independently determines each N EQs compensation, as discussed in this CD&A. No executive officer nor any other NEO makes recommendations for setting his own compensation.
Amerens Chief Executive Officer, the other NEOs, and other senior executives play a role in the early stages of design and evaluation of our compensation programs and policies. Because of their extensive familiarity with our business and corporate culture, these executives are in the best position to suggest programs and policies to the Committee and the independent consultant that will engage employees and provide effective incentives to produce outstanding financial and operating results for Ameren and its subsidiaries, including the Company, and their shareholders.
Other Compensation Matters Neither Ameren nor the Company has any written or unwritten employment agreements with any of the N EQs. Each NEO is an employee at the will of Ameren or the Company.
C OMPENSATION T ABLES AND N ARRATIVE D ISCLOSURES The following table sets forth compensation information for our NEOs for services rendered in all capacities to the Company and its affiliates, including Ameren, in fiscal years 2016, 2015 and 2014. You should teferto the section entitled COMPENSATION DISCUSSION AND ANALYSIS above for an explanation of the elements used in setting the compensation for our NEOs.
Union Electric 2017 Information Statement 37
Table of Contents E.SA11ON Michael L. Moehn Chairman and President, Ameren Missouri Martin J. Lyons, Jr.
Executive Vice President and Chief Financial Officer, Ameren Fadi M. Diya Senior Vice President and Chief Nuclear Officer, Ameren Missouri Gregory L. Nelson Senior Vice President, General Counsel and Secretary, Ameren 2016 S UMMARY C OMPENSATION TABLE Mark C. Birk Senior Vice President, Corporate Safety, Planning and Operations Oversight, Ameren 2016 366,000
375,237
215,500 182279 29470 1,168,486 (1)
Includes compensation received as an officer of Ameren and/or its subsidiaries (including Ameren Missouri).
(2)
Cash compensation received by each NED for fiscal years 2016, 2015 and 2014 is found in the Salary or Non-Equity Incentive Plan Compensation column of this table. Because Mr. Birk was not a NED prior to fiscal year 2016, only his compensation with respect to 2016 is shown. The amounts that would generally be considered bonus awards are found under Non-Equity Incentive Plan Compensation in column (g).
(3)
The amounts in column (e) represent the aggregate grant date fair value computed in accordance with authoritative accounting guidance of PSU awards under the 2006 Plan or 2014 Plan, as applicable, without regard to estimated forfeitures related to service-based vesting conditions. For 2016 PSU grants, the calculations reflect an accounting value of 102.1 percent of the target value; for 2015 grants, 114.6 percent of the target value; and for 2014 grants, 107.6 percent of the target value. For the April 1, 2014 PSU grant to Mr. Moehn, the calculations reflect an accounting value of 127.6 percent of the target value. Assumptions used in the calculation of the amounts in column (e) are described in Note 12 to Amerens audited financial statements for the fiscal year ended December 31, 2016 included in Ametens 2016 Form 10-K. The maximum value of the 2016 PSU awards, excluding dividends, is as follows:
Mr. Moehn $2,246,547; Mr. Lyons $3,042,155; Mr. Diya 51,535,714; Mr. Nelson $1,868,206; and Mr. Birk $892,135. Valuations are based on
$52.46 per share, the most recent closing price of Ameren Common Stock on the NYSE as of December 31, 2016.
The amounts reported for PSU award grants in column (e) do not reflect actual compensation realized by the NEDs and are not a guarantee of the amount that the NED will actually receive from the grant of the PSU awards. The actual compensation realized by the NEDs will be based upon the share price of Amerens Common Stock at payout. The PSUP performance periods for the 2015 and 2016 grants will not end until December 31, 2017 and December 31, 2018, respectively, and, as such, the actual value, if any, of the PSU awards will generally depend on Amerens achievement of certain market performance measures during these periods. For information regarding the terms of the awards, the description of vesting conditions, and the criteria for determining the amounts payable, including 2014 PSU awards granted for each NED, see COMPENSATION DISCUSSION AND ANALYSIS Changein Pension Non-EquIty Value and Option tflcenUve Plan Nonquallfled All Other Sonu Stack Award Compensation Def. Comp.
Compensation Name and Principal Salary (2) s(23 Awards (3) sf4)
()(5)
EarnIngs ()
()
Total Poattion (1)
Year (I)
($1 f$)
t$)
($)
($)
(5)
(a)
.(b)
Cc)
(U)
Ce)
(f)
(g)
(h)
_j..teIL.
0) 2016 512,000
944,912
367,000 225,211 54,152 2,103,275 2015 500.000
978,862
354,350 52,991 52,281 1,938,484 2014 458,370
775,767
308,630 144,946 45,160 1,732,873 2016 640,000
1,279,549
539,500 292,887 68,069 2,820,005 2015 612,000
1,343,364
477,710 51,918 50,881 2,535,873 2014 566,500
1,077,141
410,430 210,304 52,627 2,317,002 2016 450,000
645,931
294,500 146,690 36,816 1,573,937 2015 430,000
714,250
248,060 62,007 34,993 2014 39358 986,729
- 244,620 101,363 27,999 2016 479,000
785,779
333,000 231,044 31,180 2015 467,500
887,485
301,210 55,209 37,443 1,748,847 2014 453,500
788,386
305,090 217,766 18,652 1,783,394 1,489,310 1,758,069 1,860,003 (4)
None of the NEOs received any option awards in 2016, 2015 or 2014.
(5)
Represents payouts for performance under the applicable years EIP. See COMPENSATION DISCUSSION AND ANALYSIS for a discussion of how amounts were determined for 2016.
(6)
Amounts shown in column (h) are the sum 01(1) the increase in the actuarial present value of each NEOs accumulated benefit under all defined benefit and actuarial pension plans (including the SRP) from December31 of the prior fiscal year to December 31 of the applicable fiscal year and (2) the above-market portion of interest determined in accordance with SEC disclosure rules as the difference between the interest credited at the rate in Amerens deferred compensation plan and interest that would be credited at 120 percent of the AFR published by the Internal Revenue Service (IRS) and calculated as of January 1, 2016 forthe yearended December 31, 2016, as of January 1,2015, forthe year ended December 31, 2015 and as of January 1,2015 forthe year ended December31 2014. The table below shows the 38 Union Electric 2Ol7lnformation Statement
Table ni Contents allocation of these amounts for each NEC. For 2016, the applicable interest rate for the deferred compensation plan was 5.81 percent for amounts deferred prior to January 1 2010 and 3.13 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 3.18 percent published by the IRS and calculated as of January 2016. For 2015, the applicable interest rate for the deferred compensation plan was 6.35 percent for amounts deferred prior to January 1, 2010 and 3.29 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 3.21 percent published by the IRS and calculated as of January 2015. For 2014, the applicable interest rate for the deferred compensation plan was 623 percent for amounts deferred prior to January 1, 2010 and 3.99 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 3.21 percent published by the IRS and calculated as of January 2015.
Moehn Lyons Oiya Nelson Birk 2016 216,316 8,895 2015 43,005 9,986 2014 135,905 9,041 2016 292,887
2015 51,918
2014 210,304
2016 143,134 3,556 2015 2014 2016 2015 45,259 9,950 2014 208,758 9,008 2016 170,262 12,017 For assumptions and methodology regarding the determination of pension values, please refer to the footnotes under the Pension Benefits Table.
(7)
The amounts in column (i) reflect matching contributions allocated by Ameren to each NEC pursuant to Amerens 401(k) savings plan, which is available to all salaried employees, and the cost of insurance premiums paid by Ameren with respect to term life insurance, which amount each NEC is responsible for paying income tax. In 2016, Amerens 401(k) matching contributions, including the 401(k) Restoration Benefit as described in NONQUALIFIED DEFERRED COMPENSATION Executive Deferred Compensation Plan Participation below, for each of the NEOs were as follows: Mr. Moehn
$38,986; Mr. Lyons $50,297; Mr. Diya 531,413: Mr. Nelson $22,229; and Mr. Birk $25,615. In 2016, Amerens cost of insurance premiums for the NEC5 were as follows: Mr. Moehn $3,261: Mr. Lyons S5,659; Mr. Diya $5,403: Mr. Nelson $8,951: and Mr. Birk 53,855. tn 2016, the amount in column fi) also includes the costs for tax and financial planning services (Mr. Moehn $10,000 and Mr. Lyons $8,265), and event ticket expenses during 2016 (Mr. Moehn$1.905 and Mr. Lyons$3,848).
Penston Plan Deferred Compensation Increase Plan Above.Market Name,,
Year t$)
lntere%t 58,015 97,749 222,181 3,992 3,614 8,863 Union Electric 2077 Information Statement 39
Table of Contents The following table provides additional information with respect to stock-based awards granted in 2016, the value of which was provided in the Stock Awards column of the Summary Compensation Table with respect to 2016 grants, and the potential range of payouts associated with the 2016 FIR G RANTS OF P LAN -B ASED A WARDS I ABLE All Other Option AU oii AwasdS Grant Dat.
Stock Awards:
No 01 Ex.rcii. or PaWVato.
Number of 81CUr1t115 Base Puc, of 1 Stock Shams ci sioni Underlying op&n and option Estimated Futur* Payouts Estimated Future Payouts or Units DPh04nS(4)
Awards (41 Awards(S)
Under Non-Equity Incentive Plan Under Equity Incentive Plan (N)
(#)
($lSh)
(5)
Awards 5)
Awards (3)
(9 (j)
(k)
(I)
Grant Dale Committee Threshold Target Maximum Threshold Target Maximum Narno (1)
Approval (5)
($)
(5)
(H)
(N)
(H)
(b)
DaIa(1)
(c)
(U)
=.()
(9 (ti)
(I)
=..======-e-=.
Moehn 166400 332800 665,600
1/1/16 1110/15
6.424 21412 42.824
944,912 Lyons 240.000 480,000 960.000
1/1/16 12/10/15
8,699 28.995 57,990
1.279.549 Diya 135000 270.000 540,000
111116 12/10/15
4,391 14.637 29,274
645.931 Nelson 155,675 311,350 622,700
1/1/16 12/10/15
5,342 17,806 35,612
785,779 Birk 100,650 201,300 402,600
1/1/16 12/10/15
2.551 8,503 17,006
375,27 (1)
The 2016 PSU target awards were approved by the Committee on December 10, 2015 and, in accordance with authoritative accounting guidance, granted on January 1, 2016. See C OMPENSATION D ISCUSSION AND A NALYSIS for a discussion of the timing of various pay decisions.
(2)
The amounts shown in column (c) reflect the threshold payment level under the 2016 EIP which is 50 percent of the target amount shown in column (d). The amount shown in column (e) is 200 percent of such target amount. See C OMPENSATION D ISCuSSION AND A NALYSIS for information regarding the description of performance-based conditions.
(3)
For each NEO, the amounts shown (denominated in shares of Ameren Common Stock) in column (1) reflect the threshold 2016 PSU award grant which is 30 percent of the target amount shown in column (g). The amount shown in column (h) is 200 percent of such target amount. See C OMPENSATION D scussloN ANO A NALYSIS for information regarding the terms of the awards, the description of performance-based vesting conditions and the criteria for determining the amounts payable.
(4)
None of the NEOs received any option awards in 2016.
(5)
For each NEO, the amount represents the grant date fair value of the 2016 PSU awards determined in accordance with authoritative accounting guidance (including FASB ASC Topic 718), excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are referenced in footnote (3) to the Summary Compensation Table. There is no guarantee that, if and when the 2016 PSU awards vest, they will have this value.
N ARRATIVE 0 ISCLOSURE TO S UMMARY C OMPENSATION T ABLE AND G RANTS OF P LAN -B ASED A WARDS T ABLE See C OMPENSATION D ISCUSSION AND A NALYSIS for further information relating to each NED regarding the terms of awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table and for discussions regarding officer stock ownership requirements, dividends paid on equity awards, and allocations between short-term and long-term compensation.
40 Union Electric 2077 Information Statement
Table of Contents The following table provides information regarding the outstanding equity awards held by each of the NEOs as of December 31, 2016.
0 UTSTAN DING E QUITY A WARDS AT F ISCAL Y EAR -E ND I ABLE Option Awaith(i
5tk Awards Equity incentive Equity incentive Equity Incentive Plan Awards Plan Awards:
Market Plan Awards:
Market or Payout Number of Numberof Number of Value of Number of Value of Securities Securities Securities Number of Shares or Unearned Unearned Underlying Underlying Underlying Shams or Units of Shares, Units,
- Shares, Unexercised Unexerctsed Unexercised Option Units of Stock Stock That or Other Rights Units, or Other Options Oplans Unearned Exercise Option That Have Have That Have Not Rights That Have Exercisable Unexatcisabie Options Price Expiration Not Vested Not Vested Vested (2)
Not Vested (3)
Nme
(#)
f$)
Date
(#)
(5) f#)
($)
(d)
(e)
Cf)
(g)
(h)
(I)
Moehn 84,114 4,412,620 Lyons 114,629 6,013,437 Diya 70,773 3,712752 Nelson 72,938 3,826,327 Birk 34,724 1,821,621 (1)
None of the NEOs hold any options to purchase shares of Amerens Common Stock.
(2)
For each NEO, the amount shown represents 2015 and 2016 PSU award grants at maximum performance. The 2015 and 2016 PSU awards for such NEOs vest, subject to Ameren achieving the required peiformance threshold and continued employment of the NEO, as of February 28, 2018 and February 28, 2019, respectively. See COMPENSATION D ISCUSSION ANO A NALYSIS Long-Term Incentives: Performance Share Unit Program (PSUP). In addition, for Mr. Diya, the amount includes his March 2014 retention award grant at maximum performance. The retention award vested, subject to achieving the required performance threshold, as of February 28, 2017. There is no guarantee that such amounts will ultimately be earned by participants.
(3)
The dollar value of the payment of the 2015 and 2016 PSU awards is based on achieving the maximum performance goals for such awards. The dollar value of Mr. Diyas retention award is based on achieving the maximum performance goal for such award. Valuations are based on $52.46 per share, the most recent closing price of Ameren Common Stock on the NYSE as of December 31, 2016. There is no guarantee that such amounts will ultimately be earned by participants.
The following table provides the amounts received upon exercise of options or similar instruments or the vesting of stock or similar instruments during the most recent fiscal year.
0 PTION E XERCISES AND S TOCK V ESTED I ABLE Op*f
Stock Awards Number of Shares Value Realized Number of Shams Value Realized Acquired on Exercise on Exercise Acquired on Vesting (2) on Vesting (3)
Name
(#)
(5) f#)
($)
(a)
(b)
(c)
Cd)
Moehn 18,526 971,874 Lyons 28,643 1,502,612 Diya 15,602 818,481 Nelson 20,965 1,099,824 Birk 9,534 500,154 (1)
None of the NEOs hold any options to purchase shares of Amerens Common Stock.
(2)
For each NEC, amount shown represents 2014 PSU award grants earned as of December31, 2016. During the performance period for the 2014 PSU awards ending December 31, 2016. such NEOs were credited with dividend equivalents on 2014 PSU award grants, which represented the tight to receive shares of Ameren Common Stock measured by the dividend payable with respect to the corresponding number of 2014 PSU awards. Dividend equivalents on 2014 PSU awards accrued at target levels and were reinvested into additional 2014 PSU awards throughout the three-year performance period. For each NEO, the actual dividend equivalents paid out on PSU awards varies from 0 percent to 200 percent of the target number of PSU5 granted to each NEC and is based on the performance of Ameren during each respective PSU award performance period. Dividend equivalents are only earned to the extent that the underlying PSU award is earned. The number of 2014 Union Electric 2077 Information Statement 41
=
Tabic of Contents PSUs ultimately earned by each NEC through dividend reinvestment, at 92.5 percent of the original target levels accrued, was as follows: Mr. Moehn 1,907 units; Mr. Lyons 3,030 units; Mt. Diya 1,650 units; Mr. Nelson 2,218 units; and Mr. Birk 1,008 units.
(3)
The value of the vested 2014 PSUs is based on $52.46 per share, the most recent closing price of Ameren Common Stock on the NYSE as of December 31, 2016, the date the 2014 PSU awards vested.
P ENSION B ENEFITS The table below provides the actuarial present value of the NEDs accumulated benefits under Amerens retirement plans and the number of years of service credited to each NED under these plans.
P ENSION B ENEFITS T ABLE Number of Present Value of Payments During Years Credited Accumulated Last Ftscai ServIce (1)
Benefit (2)(3)
- (e (4)
Name Plan Name (N)
(5)
Ia)
(b)
(c),
(U)
Moehn
- 1) Retirement Plan 16 472,268
- 2) SRP 16 478,358 Lyons
- 1) Retirement Plan 15 479,429
- 2) SRP 15 873,747 Birk
- 1) Retirement Plan 31 652,571 2)SRP 31 310,251 Diya
- 1) Retirement Plan 11 353,844 2)SRP 11 275,511 Nelson
- 1) Retirement Plan 21 801,181 2) 21 176 (1)
Years of credited service are not used for purposes of calculating the NEOs balances under these plans.
(2)
Represents the actuarial present value of the accumulated benefits relating to the NEOs under the Retirement Plan (defined below) and the SRP as of December31, 2016. See Note 11 to our audited consolidated financial statements for the year ended December 31, 2016 included in Amerens 2016 Form 10-K for an explanation of the valuation method and all material assumptions applied in quantifying the present value of the accumulated benefit. The calculations were based on retirement at the plan normal retirement age of 65, included no pre-retirement decrements in determining the present value, used a 60 percent lump sum! 40 percent annuity payment form assumption, and used the plan valuation mortality assumptions after age 65 (RP-2016 mortality projected generationally by Scale MP-2016). Cash balance accounts were projected to age 65 using the 2016 plan interest crediting rate of 5 percent.
(3)
The following table provides the Cash Balance Account Lump Sum Value for accumulated benefits relating to the NEOs under the cash balance account under the Retirement Plan and the SRP at December31, 2016 as an alternative to the presentation of the actuarial present value of the accumulated benefits relating to the NEOs under the Retirement Plan and the SRP as of December 31, 2016.
Plan 337,148
- 2) SRP 341,496
- 1) Retirement Plan 350,143
- 2) SRP 638,126
- 1) Retirement Plan 489,391
- 2) SRP 232,671
- 1) Retirement Plan 269,224
- 2) SRP 209,624
- 1) Retirement Plan 652,011
- 2) SRP 620,268 (4)
All NEOs are active and were not eligible for payments prior to December31, 2016.
Moehn Lyons Birk Diya Nelson Cash Balance Aócount Lump Sum Value Name PIn,Name (5).
42 Union Electric 2077 Information Statement
Table of Contents Ameren Retirement Plan Retirement benefits for the NEOs fall under the Benefits for Salaried Employees (the Cash Balance Account). Most salaried employees otAmeren and its subsidiaries, including the NEOs, earn benefits in the Cash Balance Account under the Ameren Retirement Plan (the Retirement Plan) immediately upon employment. Benefits become vested after three years of service.
On an annual basis, a bookkeeping account in a participants name is credited with an amount equal to a percentage of the participants pensionable earnings for the year. Pensionable earnings include base salary and annual EIP compensation, which are equivalent to amounts shown in columns (c) and (g) in the Summary Compensation Table. The applicable percentage is based on the participants age as of December 31 of that year.
PadlclpantsAge
-, ReüiarCredItfor on December 31 Pensionable Earnings Less than 30 3%
30to34 4%
35 to 39 4%
40to44 5%
45 to 49 6%
50 to 54 7%
55 and over 8%
An additional regular credit of three percent is received for pensionable earnings above the Social Security wage base, These accounts also receive interest credits based on the average yield for one-year U.S. Treasury constant maturity for the previous October, plus one percent. The minimum interest credit is five percent.
Effective January 1, 2001, an enhancement account was added that provides a $500 additional credit at the end of each year.
The normal retirement age under the Cash Balance Account structure and the SRP is 65. Neither the Cash Balance Account structure nor the SRP contains provisions for crediting extra years of service or for early retirement. When a participant terminates employment (including as a result of retirement), the amount credited to the participants account is converted to an annuity or paid to the participant in a lump sum. The participant can also choose to defer distribution, in which case the account balance is credited with interest at the applicable rate until the future date of distribution.
Ameren Supplemental Retirement Plan In certain cases, pension benefits under the Retirement Plan are reduced to comply with maximum limitations imposed by the IRC. The SRP is maintained by Ameren to provide for a supplemental benefit equal to the difference between the benefit that would have been paid if such IRC limitations were not in effect and the reduced benefit payable as a result of such IRC limitations. Any NEO whose pension benefits under the Retirement Plan would exceed IRC limitations is eligible to participate in the SRP. The SRP is unfunded and is not a qualified plan under the IRC.
There is no offset under either the Retirement Plan or the SRP for Social Security benefits or other offset amounts.
Union Electric 2017 Information Statement 43
Table of Contents N ONQUALIFIED 0 EFERRED C OMPENSATION The following table discloses contributions, earnings and balances under the nonqualffied deferred compensation plan for each NED.
N ONQUALIFIED 0 EFERRED C OMPENSATION I ABLE 1)
A portion of these amounts is also included in amounts reported for 2016 as Salary in column (C) of the Summary Compensation Table These amounts also include a portion of amounts reported as Non-Equity Incentive Plan Compensation in our 2016 information statement representing compensation paid in 2016 for performance during 2015.
(2)
All of the Company matching contributions reported for each NEO are included in the amounts reported in column fi) of the Summary Compensation Table.
(3)
The dollar amount of aggregate interest earnings accrued during 2016. The above-market interest component of these amounts earned on deferrals made prior to January 1, 2010 with respect to plan years beginning on or prior to January 1, 2010 and for deferrals made prior to January 1 2010 with respect to plan years beginning on or after January 1, 2011 is included in amounts reported in column (h) of the Summary Compensation Table. See footnote (6) to the Summary Compensation Table for the amounts of above-market interest. There are no above-market or preferential earnings on compensation deferred with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010.
(4)
The dollar amount of the total balance of the NEDs account as of December 31 2016 consists of the following elements:
ArnounPivfousiy Company Reported as Executlv.
MatcNn Interest Compensation in Prior Contributions Contributions Earnings Total Years (1)
Name
..-($)
($)
_(3)..:........($)
(5)
Moehn 466,526 176,943 283,578 867,047 178994 Lyons 287,286 215,464 97,585 600,335 413,215 Diya 1,045,881 80,666 162,555 1289102 437,570 Nelson 217,867 73,283 248,620 539,770 166,858 Bilk 487,240 61,096 274,911 817247
(1)
Represents amounts previously reported as compensation to the NED in the Companys Summary Compensation Table in previous years.
Executive Deferred Compensation Plan Participation Pursuant to an optional deferred compensation plan available to members of Amerens management, NEOs may annually choose to defer up to 50 percent (in one percent increments) of their salary and up to 100 percent (in one percent increments or amounts in excess of a threshold) of cash incentive awards. There are no minimum dollar thresholds for deferrals, At the request of a participant, Ameren may, in its discretion, waive the 50 percent limitation, The Ameren Deferred Compensation Plan, as amended and restated, effective January 1,2010 (the Ameren Deferred Compensation Plan), changed the interest crediting rates for deferrals made with respect to plan years commencing on and after January 1, 2010 and added a 401(k) restoration benefit for eligible officers of Ameren and its subsidiaries, including the NEOs, whose total salary and short-term incentive award exceeds the limit on compensation in effect under the IRC. In October 2010, Ameren adopted an amendment to the Ameren Deferred Compensation Plan for plan years beginning on and after January 1, 2011 to, among other things, change the measurement period for the applicable interest rates to amounts deferred under such Moehn Lyons Diya Nelson Birk 51,163 248,333 10,304 52,657 27,.,,.1 38,372 19,488 10,304 13689
.2,106 38,443 45,227 30,178 37,420 600,335 1,289,102 539,770 817,247 44 Union Electric 2017 Information Statement
TibIe of Contents plan prior to January 1, 2010 and clarify that matching contributions made under the plan are based upon all of a participants deferrals under the plan during a plan year. Pursuant to the Ameren Deferred Compensation Plan, amounts deferred (and interest attributable thereto), other than the 401(k) Restoration Benefit (as defined below), accrue interest at the rate to be applied to the participants account balance depending on (1)the plan year for which the rate is being calculated and (2) the year in which the deferral was made, as follows:
fl-Plan Yeats beginning on ot prior to Deferrals prior to January 1, 2010 150 percent of the average of the January 1, 2010 monthly Mergents Seasoned AAA Corporate Bond Yield Index rate (the Officers Deferred Plan Index Rate) for the calendar year immediately preceding such plan yearfor 2016 such interest crediting rate was 5.81 percent Plan Years beginning on or after January 1, Deferrals on and after January 1, 2010 120 percent of the AFR for the 2010 December immediately preceding such plan year (the Officers Deferred Plan Interest Rate)for 2016 such interest cren tate was 3.13 percent Under the Ameren Deferred Compensation Plan, upon a participants termination of employment with Ameren and/or its subsidiaries, including the Company, prior to age 55 and after the occurrence of a Change of Control (as defined under OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS Change of Control below) the balance in such participants deferral account, with interest as described in the table above, shall be distributed in a lump sum within 30 days after the date the participant terminates employment.
The 401(k) Restoration Benefit allows eligible officers of Ameren and its subsidiaries, including the NEOs, to also defer a percentage of salary and/or EIP awards in excess of the limit on compensation then in effect under the IRC (currently $265,000), in one percent increments, up to a maximum of six percent of total salary and EIP awards (a 401(k)
Restoration Deferral, together with Amerens 40 1(k) matching credit described below, the 401(k) Restoration Benefit).
Under the Ameren Deferred Compensation Plan, Ameren credits each participating officers deferral account with a matching credit equal to 100 percent of the first three percent of salary and EIP awards and 50 percent of the remaining salary and EIP awards deferred by the participant, including a 401(k) Restoration Deferral. In general, eligible participants, including the NEOs, may direct the deemed investment of the 401(k) Restoration Benefit in accordance with the investment options that are generally available under Amerens 40 1(k) savings investment plan, except for the Ameren stock fund.
Union Electric 2077 Information Statement 45
Table of Contcns As a result of the changes described in this section, no preferential or above-market earnings are paid pursuant to the Ameren Deferred Compensation Plan with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010. The investment returns for the funds available to NEOs under the Ameren Deferred Compensation Plan in 2016 were as follows:
Percentage Rate of Return Name of Fund (3/4)
Target 2020 Fund 6.61 Target 2025 Fund 7.26 Target 2030 Fund 7.86 Target 2035 Fund 8.38 Target 2040 Fund 8.78 Target 2045 Fund 9.12 Target 2050 Fund 9.14 Target 2055 Fund 9.16 Target 2060 Fund 9.19 Target Retirement Fund 6.04 Large Cap Equity Index 11.98 Large Cap Equity (inception date 1/29/2016)
Small/Mid Cap Equity Index 17.73 Small/Mid Cap Equity 12.72 International Equity Index 5.13 International Equity 1.03 Bond Fund 4.51 Bond Index Fund 2.68 TIPS Bond Index Fund 4.77 Stable Interest Income 1.44 After the participant retires, the deferred amounts (and interest attributable thereto), other than the 401(k)
Restoration Benefit, accrue interest as follows:
T Plan Years beginning on or prior to Deferrals prior to January 1, 2010 Average monthly Mergents Seasoned January 1, 2010 AAA Corporate Bond Yield Index rate (the Officers Deferred Plan Base Index Rate) for the calendar year immediately preceding such plan yearfor 2016 such interest crediting rate was 3.87 percent Plan Years beginning on or after January 1, Deferrals on and after January 1, 2010 Officers Deferred Plan Interest 2010 Rate for 2016 such interest crediting rate was 3.13 percent The plan compounds interest annually and the rate is calculated as of the first day of the plan year.
Distributions from the Ameren Deferred Compensation Plan will be paid in cash. A participant may choose to receive the deferred amounts at retirement in a single lump sum payment or in substantially equal 46 Union Electric 2Ol7lnformation Statement
Table of Contents installments over a period of 5, 10 or 15 years. In the event a participant terminates employment with Ameren and its subsidiaries, including the Company, prior to age 55, the balance in such participants deferral account is distributable in a lump sum to the participant within 30 days of the date the participant terminates employment.
Participants are 100 percent vested at all times in the value of their contributions, investment earnings and any Ameren 401(k) matching credits. A participants benefit will be comprised of separate bookkeeping accounts evidencing his or her interest in each of the investment funds in which contributions and applicable matching contributions have been deemed invested. While no actual contributions are made to the funds, earnings or losses are calculated using the valuation methodology employed by the record keeper for each of the corresponding funds. Participants may generally transfer investments among various investment alternatives on a daily basis, subject to the provisions of the Ameren Deferred Compensation Plan.
0 THER P OTENTIAL P OST -E MPLOYMENT P AYMENTS Employment Agreements Neither Ameren nor the Company has employment agreements with the NEOs.
General Severance Plan Ameren maintains the Ameren Corporation Severance Plan for Ameren Employees which provides for severance based on years of service and weeks of pay for all regular full-time employees on the active payroll. The NEOs are covered under this plan in the event of a qualified termination (defined under the plan) and are eligible for severance on the same basis as other regular full-time employees.
Change of Control Change of Control Severance Plan. Severance and PSUP provisions pursuant to a Change of Control (as defined below) were redesigned or designed by the Committee in 2006 and subsequent changes to the Change of Control Plan have been made in response to various changes in tax laws. In 2008, Amerens Board of Directors adopted the Ameren Second Amended and Restated Change of Control Severance Plan, as amended (the Change of Control Plan). Other Ameren plans also carry change of control provisions. The Change of Control Plan was amended in 2009 to eliminate reimbursement and gross-up payments in connection with any excise taxes that may be imposed on benefits received by any officers who first become designated as entitled to receive benefits under the Change of Control Plan on or after October 1,2009.
Under the Change of Control Plan, designated officers of Ameren and its subsidiaries, including the NEOs, are entitled to receive severance benefits if their employment is terminated without Cause (as defined below) or by the NEO for Good Reason (as defined below) within two years after a Change of Control.
Definitions of Change of Control, Cause and Good Reason A change of control (Change of Control) occurs under the Change of Control Plan, in general, upon:
(i) the acquisition of 20 percent or more of the outstanding Common Stock of Ameren or of the combined voting power of the outstanding voting securities of Ameren; (ii) a majority change in composition of the board of directors; (iii) a reorganization, merger or consolidation, sale or other disposition of all or substantially all of the assets of Ameren, unless current shareholders continue to own 60 percent or more of the surviving entity immediately following the transaction; or (iv) approval by Ameren shareholders of a complete liquidation or dissolution of Ameten.
Cause is defined as follows:
(i) the participants willful failure to substantially perform his or her duties with Ameren (other than any such failure resulting from the participants disability), after notice and opportunity to remedy; Union Electric 2077 Information Statement 47
TibIe of Contents EXECUTIVE COMPj]ON (ii) gross negligence in the performance of the participants duties which results in material financial harm to Ameren; (iii) the participants conviction of, or plea of guilty or nob contendere to, any felony or any other crime involving the personal enrichment of the participant at the expense of Ameren or shareholders of Ameren; or (iv) the participants willful engagement in conduct that is demonstrably and materially injurious to Ameren, monetarily or otherwise.
Good Reason is defined as follows:
(i) a net reduction of the participants authorities, duties, or responsibilities as an executive and/or officer of Ameren; (ii) required relocation of more than 50 miles; (iii) any material reduction of the participants base salary or target bonus opportunity; (iv) reduction in grant-date value of long-term incentive opportunity; (v) failure to provide the same aggregate value of employee benefit or retirement plans in effect prior to a Change of Control; (vi) failure of a successor to assume the Change of Control Plan agreements; or (vii) a material breach of the Change of Control Plan which is not remedied by the Company within ten business days of receipt of written notice of such breach.
If a NEDs employment is terminated without Cause or by the NED for Good Reason within two years after a Change of Control, the NED will receive a cash lump sum equal to the following:
(i) unpaid salary and vacation pay through the date of termination; (ii) pro rata EIP compensation for the year of termination; (iii) three years worth of each of base salary and target EIP compensation; (iv) three years worth of additional pension credit: and (v) solely with respect to officers who first became designated as entitled to receive benefits under the Change of Control Plan before October 1, 2009, reimbursement and gross-up for any excise tax imposed on benefits received by the NED from Ameren, assuming such payments (as defined by the IRS) are at least 110 percent of the imposed cap under the IRC.
In addition to the cash lump sum payment, any such NED shall (i) continue to be eligible for health and welfare benefits during the three-year severance period, provided that if the NED becomes reemployed with another employer and is eligible to receive such health and welfare benefits under such other employers plan, the Companys health and welfare benefits will be secondary to those provided under such other plan during the severance period and (ii) receive, as incurred, up to $30,000 for the cost of outplacement services (not available for a Good Reason termination).
Following are details of how the above items are calculated.
Retirement Plan Benefit Assumptions
. Amount equal to the difference between (a) the account balance under the Retirement Plan and SRP which the participant would receive if his or her employment continued during the three-year period upon which severance is received (assuming the participants compensation during such period would have been equal to his or her compensation as in effect immediately prior to termination), and (b)the actual account balance (paid or payable) under such plans as of the date of termination.
Health and Welfare Benefit Payment Assumptions. Continued coverage for the NEDs family with medical, dental, life insurance and executive life insurance benefits as if employment had not been 48 Union Electric 2017 Information Statement
Table of Contents terminated during the three-year period upon which severance is received. The calculation and the corresponding amounts set forth in the Estimated Potential Post-Employment Payments tables below assume full cost of benefits over the three-year period. In addition, the NEDs family receives additional retiree medical benefits (if applicable) as if employment had not been terminated during the three-year period, upon which severance is received. Retiree medical benefits are payable only in their normal form as monthly premium payments until the NED reaches the age of 65, at which time the NED, or applicable beneficiary, receives an annual stipend to apply towards eligible healthcare premiums and costs. The actuarial present value of the additional retiree medical benefits is included, calculated based on retirement at the end of the three-year severance period, a graded discount rate assumption of 0.89 percent for payment duration of three years or less, 1.76 percent for payment duration of over three but not more than nine years and 2.72 percent for payment duration over nine years, and post-retirement mortality (but not pre-retirement mortality) according to the RP-2016 (generational) table.
Ability to Amend or Terminate Change of Control Plan Amerens Board may amend or terminate the Change of Control Plan at any time, including designating any other event as a Change of Control, provided that the Change of Control Plan may not be amended or terminated fi) following a Change of Control, (ii) at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (iii) otherwise in connection with or in anticipation of a Change of Control in any manner that could adversely affect the rights of any officer covered by the Change of Control Plan.
Union Electric 2077 information Statement 49
Table or Contents Change of Control Provisions Relating to PSU Awards Below is a summary of protections provided upon a Change of Control with respect to the PSU awards under the 2006 Plan (or if applicable, the 2014 Plan). In brief, the goal of these protections is to avoid acceleration of PSU vesting and payment in situations where a Change of Control occurs but Ameren continues to exist and the NED retains his or her position. In the table below, the term qualifying termination means the participant (i) has an involuntary termination without Cause, (ii) for Change of Control Severance Plan participants, has a voluntary termination of employment for Good Reason (as defined in the Change of Control Severance Plan) or (iii) has an involuntary termination that qualifies for severance under the Ameren Corporation Severance Plan for Ameren Employees (as in effect immediately prior to the Change of Control). Other definitions of capitalized terms may be found in the 2006 Plan (or if applicable, the 2014 Plan) or applicable award agreement.
CntbkEVert Termination Event Unvested PSU Awards Change of Control which occurs on or before the end of the applicable performance period after which Ameren continues in existence and remains a publicly traded company on the NYSE or NASDAQ Payable upon the earliest to occur of the following:
after the performance period has ended; or the participants death.
Change of Control which occurs on or before the end of the applicable performance period in which Ameren ceases to exist or is no longer publicly traded on the NYSE or NASDAQ Qualifying termination within two years after the Change of Control and during the three-year performance period Automatic upon Change of Control The PSUs the participant would have earned if such participant remained employed for the entire performance period, at actual performance, will vest on the last day of the performance period and be paid in shares of the Companys Common Stock immediately following the performance period; provided that such distribution will be deferred until the date which is six months following the participants termination of employment to the extent required by IRC Section 409A.
The target number of PSU awards granted, together with dividends accrued thereon, will be converted to nonqualified deferred compensation. Interest on the nonqualified deferred compensation will accrue based on the prime rate, computed as provided in the award agreement.
Continued employment until the end of the three-year performance period Retirement or termination due to disability prior to the Change of Control Lump sum payout of the nonqualWied deferred compensation plus interest immediately following the performance period.
Immediate lump sum payment of the nonqualified deferred compensation plus interest upon the Change of Control.
No qualifying termination
Continued Immediate lump sum payout of the nonqualified deferred compensation, plus interest employment until upon such death or disability.
death or disability which occurs after the Change of Control and before the end of the three-year performance period Immediate lump sum payout of the nonqualified deferred compensation plus interest Qualifying upon termination; provided that such distribution shall be deferred until the date which termination during is six months following the participants termination of employment to the extent the three-year required by IRC Section 409A.
performance period Other termination of Forfeiture of the nonqualified deferred compensation, plus interest.
employment before the end of the three-year performance period 50 Union Electric 2Ol7lnformation Statement
Table o Contents Termination Other Than for Change of Control ExEcuoMas1T1N Death Disability Retirement during Performance Period N/A N/A Age 55+
Age 62+
(in the case of the 2074 and 2015 PSU awards)
N/A period.
The following table summarizes the impact of certain employment events outside the context of a Change of Control that may result in the payment of unvested PSU awards.
All awards pay out at target (plus accrual of dividends), pro rata for the number of days worked in each performance period.
All outstanding awards are eamed at the same time and to the same extent that they are earned by other participants, and are paid immediately following the performance Only if the participant has at least five years of service, a prorated award is earned at the end of the three-year performance period (based on actual performance) and paid immediately following the performance period.
Only if the participant has at least ten years of service, a full award is earned at the end of the three-year performance period (based on actual performance) and paid immediately following the performance period.
The tables below reflect the payments and benefits payable to each of the NEOs in the event of a termination of the NEDs employment under several different circumstances. For all NEOs, the amounts shown assume that termination was effective as of December 31, 2016, at the NEDs compensation and service levels as of that date, and are estimates of the amounts that would be payable to the NED in each scenario. To the extent applicable, excise tax and gross-up payments are estimated using a stock price of $52.46 per share (the most recent closing price of Ameren Common Stock on the NYSE as of December 31, 2016). In addition, the amounts shown do not include benefits paid by insurance providers under life and disability policies or payments and benefits provided on a non-discriminatory basis to employees upon a termination of employment, including severance payments under the Ameren Corporation Severance Plan for Ameren Employees. The actual amounts to be paid out can only be determined at the time of the NEDs actual separation from Ameren. Factors that could affect the nature and amount of the payments on termination of employment, among others, include the timing of event, compensation level, the market price of Amerens Common Stock and the NEDs age.
Termination for any reason other than death, disability, and retirement as provided above M OEHN Forfeited Estimated Potential Post-Employment Payments Retirement Involuntary at Age at Termination not Change of Death Disability 12131116 (1) for Cause Control (2) mpoflOnt of Pay f$)
($)
($)
Cash Severance (Three years Base Salary and Target EIP, Plus Pro rata ElF)
PSU Vesting, Assuming Termination of Employment Three Years Pension Credit Three Years Health and Welfare Benefits (3)
Outplacement at Maximum Excise Tax and Gross-up Total N/A N/A 2,055,608 4,896,411 N/A N/A N/A N/A 2,055,608 N/A N/A N/A N/A 4,896,411 N/A N/A N/A N/A N/A N/A N/A 2,867,200 3,178,186 351,809 61,173 30,000 3,494,870 9,983,238
Union Electric 2017 Information Statement 51
Tabk of Coiiten(s D IYA Cash Severance (Three years Base Salary and Target EIP, Plus Pro rata EIP)
PSU Vesting, Assuming Termination of Employment Three Years Pension Credit Three Years Health and Welfare Benefits (3)
Outplacement at Maximum Excise Tax and Gross-up Total B IRK (3)
Outplacement at Maximum Excise Tax and Gross-up Total N/A 953,626 N/A N/A N/A N/A 953.626 N/A 2,117.773 N/A N/A N/A N/A 2,117,773 N/A N/A N/A N/A N/A N/A N/A 1,903,200 1,410,971 289,320 46,088 30,000 1,921,807 5,601,386 N/A Cash Severance (i r years Base Salary and Target EIP, Plus Pro rata EIP)
PSU Vesting, Assuming Termination of Employment Three Years Pension Credit Three Years Health and Welfare Benefits (3)
Outplacement at Maximum Excise Tax and Gross-up March 2014 Retention Award (5)
N/A 1,591,412 N/A 3,583,404 N/A Total N/A L YONS N/A N/A N/A 567,701 2,159,113 2,430,000 N/A N/A N/A 567,701 4,151,105 N/A N/A N/A N/A N/A 567,701 567,701 2,374,845 307,917 84,148 30,000 3,131,929 400,000 8,758,839 Retirement lnvolunta at Age at Termination, not Change of Death Disability 12131116 (1) for Cause Control (2)
Component of Pay Zz t$)
(5) t$)
Cs)- -r (s)
N/A 2,982,843 N/A N/A N/A N/A 2,982,843 N/A 6,849,503 N/A N/A N/A N/A 6,849,503 N/A N/A N/A N/A N/A N/A N/A 3,840,000 4,509,327 498,503 68,513 30,000 4,619,792 13,566,135 Cash Severance (Three years Base Salary and Target EIP, Plus Pro rata EIP)
PSU Vesting, Assuming Termination of Employment Three Years Pension Credit Three Years Health and Welfare Benefits Retirement Involuntary at Age at Termination not Change Of Death Dlsablilty 12131116 (1) for Cause Control (2)
ComponentoLay ts)
(5) t$)
Cs)
(5) 52 Union Electric 2077 Information Statement
Table at Contents N ELSON EXECUTIVE COMPENSATION N/A N/A N/A Retirement Involuntary at Age at Termination not Change of Death Disability 12131116(4) for Cause Control ()
omponent of Pay
($)
Cs)
($)
($)
2,053,332 N/A NIA N/A N/A 2,053,332 4,497,235 N/A N/A N/A N/A 4,497,235 2,771,038 N/A N/A N/A N/A 2,771,038 82,293 30,000 3,253,782 9,522,944 (1)
Messrs. Moehn, Lyons, Diya and Birk are not retirement-eligible. Therefore, no PSU vesting is shown upon retirement for them.
(2)
Indicates Change of Control amounts payable to NEOs pursuant to the Change of Control Plan, assuming that Ameren ceases to exist or is no longer publicly traded on the NYSE or NASDAQ after the Change of Control.
(3)
Health and welfare benefits figures reflect the estimated lump-sum present value of all future premiums which will be paid on behalf of or to the NEOs under our welfare benefit plans. These amounts, however, would not actually be paid as a cash lump sum upon a Change of Control and termination of employment.
(4)
The estimated number of PSUs that would be payable upon retirement at December 31, 2016 for Mr. Nelson is calculated according to the schedule following Termination Other Than for Change of Control above, depending on his age at December31, 2076. Where performance was estimated, it was estimated at 165 percent payout for the 2015 PSU award and 172.5 percent payout for the 2016 PSU award.
(5)
In accordance with the teens of the March 1, 2074 retention award, (I) the amounts in the Death, Disability and Involuntary Termination not for Cause columns represent an estimated payment equal to the maximum award, pro-rated based on an assumed date of death, disability or involuntary termination as of December 31, 2016, and (ii) the amount in the Change of Control column represents a payment equal to 100% of the target award.
Union Electric 2017 Information Statement 53 Cash Severance (Three years Base Salary and Target EIP, Plus Pro rata EIP)
PSU Vesting, Assuming Termination of Employment Three Years Pension Credit Three Yeats Health and Welfare Benefits (3)
Outplacement at Maximum Excise Tax and Gross-up Total 2,682,400 3,013,000 461,469
Table olContenis The information contained in the following Audit and Risk Committee Report shall not be deemed to be soliciting material or filed or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 78 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933. as amended, or the Exchange Act.
AUDIT AND RISK COMMITTEE REPORT The Audit and Risk Committee of Ameren Corporation (Ameren) reviews Union Electric Companys financial reporting process on behalf of Union Electric Companys Board of Directors. In fulfilling its responsibilities, the Audit and Risk Committee reviewed and discussed the audited financial statements of Union Electric Company included in the 2016 Form 104< with Union Electric Companys management and the independent registered public accounting firm.
Management is responsible for the financial statements and the reporting process, as well as maintaining effective internal control over financial reporting and assessing such effectiveness. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States. Union Electric Company is a non-accelerated filer with respect to the reporting requirements of the Securities Exchange Act of 1934, as amended, and therefore, is not required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and related SEC regulations as to the auditors attestation report on internal control over financial reporting.
The Audit and Risk Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the rules of the Public Company Accounting Oversight Board (PCAOB), including Auditing Standard No. 16, Communications with Audit Committees, as modified or supplemented.
In addition, the Audit and Risk Committee has discussed with the independent registered public accounting firm such accounting firms independence with respect to Union Electric Company and its management, including the matters in the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firms communications with the Audit and Risk Committee concerning independence, received from the independent registered public accounting firm.
To ensure the independence of the independent registered public accounting firm, Ameren has instituted monitoring processes at both the management level and the Audit and Risk Committee level. At the management level, the chief financial officer or the chief accounting officer is required to review and pre-approve all engagements of the independent registered public accounting firm for any category of services, subject to the pre-approval of the Audit and Risk Committee described below. In addition, the chief financial officer or the chief accounting officer is required to provide to the Audit and Risk Committee at each of its meetings (except meetings held exclusively to review earnings press releases and quarterly reports on SEC Form 10-Q) a written description of all services to be performed by the independent registered public accounting firm and the corresponding estimated fees. The monitoring process at the Audit and Risk Committee level includes a requirement that the Committee pre-approve the performance of any services by the independent registered public accounting firm, except that pre-approvals of non-audit services may be delegated to a single member of the Committee. At each Audit and Risk Committee meeting (except meetings held exclusively to review earnings press releases and quarterly reports on SEC Form 10-0), the Committee receives a joint report from the independent registered public accounting firm and the chief financial officer or the chief accounting officer concerning audit fees and fees paid to the independent registered public accounting firm for all other services rendered, with a description of the services performed.
The Audit and Risk Committee has considered whether the independent registered public accounting firms provision of the services covered under the captions INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES FOR FISCAL YEARS 2016 AND 2015 Audit-Related Fees, Tax Fees and All Other Fees in this information statement is compatible with maintaining the independent registered public accounting firms independence and has concluded that the independent registered public accounting firms independence has not been impaired by its engagement to perform these services.
54 Union Electric 2017 Information Statement
AUDIT AND RISK COMMITTEEREPORT In reliance on the reviews and discussions referred to above, the Audit and Risk Committee recommended to the Boards of Directors of Ameren and Union Electric Company that Union Electric Companys audited financial statements be included in Union Electric Companys 2016 Form 10-K, for filing with the SEC.
Ameren Audit and Risk Committee:
Union Electric 2077 Information Statement 55 Walter J. Galvin, Chairman Catherine S. Brune J. Edward Coleman Ellen M. Fitzsimmons Table otContents
Tahie of Contents IN DEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F ISCAL YEAR 2016 PricewaterhouseCoopers LLP (PwC) served as the independent registered public accounting firm for Ameren and its subsidiaries in 2016. PwC is an independent registered public accounting firm with the PCAOB. Representatives of the firm are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.
F EES FOR F ISCAL YEARS 2016 AND 2015 Audit Fees The aggregate fees for professional services rendered by PwC for (i) the audits of the consolidated annual financial statements of Ameren included in the combined 2016 Form 10-K of Ameren and its registered subsidiaries and the consolidated annual financial statements of Ameren included in the combined 2016 Form 10-K of Ameren and its registered subsidiaries; (ii) the audit of Amerens internal control over financial reporting; (iii) the reviews of the quarterly financial statements included in the combined Forms 10-0 of Ameren and its subsidiaries for the 2016 fiscal year; (iv) services provided in connection with debt and equity offerings: (v) certain accounting and reporting consultations; (vi) certain regulatory procedures for the 2016 fiscal year; (vii) financial due diligence; and (viii) certain services relating to Amerens ongoing discontinued operations, were $4,456,914.
Fees billed by PwC for audit services rendered to Ameren and its subsidiaries during the 2015 fiscal year totaled
$3,624,979.
Audit-Related Fees The aggregate fees for audit-related services tendered by PwC to Ameren and its subsidiaries during the 2016 fiscal year totaled $45,000. Such services consisted of an extensible business reporting language (XBRL) review and a stock transfer/registrar review.
Fees billed by PwC for audit-related services rendered to Ameren and its subsidiaries during the 2015 fiscal year totaled $20,000.
Tax Fees PwC did not render any tax services to Ameren and its subsidiaries during the 2016 or 2015 fiscal years.
All Other Fees The aggregate fees billed to Ameren by PwC during the 2016 fiscal year for all other services rendered to Ameren and its subsidiaries totaled $286,654 for advice regarding strategic initiatives and for accounting and reporting reference software.
Fees billed by PwC for all other services rendered to Ameren and its subsidiaries during the 2015 fiscal year totaled
$5,400 for accounting and reporting reference software.
F ISCAL Y EAR 2017 Amerens Audit and Risk Committee has appointed PwC as independent registered public accounting firm for Ameren and its subsidiaries, including Ameren Missouri, for the fiscal year ending December 31, 2017. Ameren is asking its shareholders to ratify this appointment at its 2017 annual meeting of shareholders.
P OLICY R EGARDING THE P RE -A PPROVAL OF I NDEPENDENT R EGISTERED P UBLIC A CCOUNTING F IRM P ROVISION OF A UDIT, A UDIT -R ELATED AND N ON -A UDIT S ERVICES Amerens Audit and Risk Committees charter provides that the Committee is required to pre-approve all audit, audit-related and non-audit services provided by the independent registered public accounting firm to Ameren and its subsidiaries, including the Company, except that pre-approvals of non-audit services may be delegated to a single member of the Audit and Risk Committee. The Audit and Risk Committee pre-approved 100 percent of the fees for services provided
by PwC covered under the above captions Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees for fiscal years 2016 and 2015.
56 Union Electric 2Ol7lnformation Statement
Table of Contents SHAREHOLDER PROPOSALS Under the rules of the SEC, any shareholder proposal intended for inclusion in the information statement material for our 2018 annual meeting of shareholders must be received by the Secretary of the Company on or before November 15, 2017. We expect that the 2018 annual meeting of shareholders will be held on April 26, 2018.
In addition, under our Bylaws, shareholders who intend to submit a proposal in person at an annual meeting, or who intend to nominate a director at the 2018 annual meeting, must provide advance written notice along with other prescribed information. In general, such notice must be received by the Secretary of the Company at our principal executive offices not later than 60 days or earlier than 90 days prior to the anniversary of the previous years annual meeting (i.e., not later than Monday, February 26, 2018 or earlier than Saturday, January 27, 2018). The specific procedures to be used by shareholders to recommend nominees for director are set forth in Amerens Policy Regarding Nominations of Directors, which can be found on Amerens website at www.ameren.com. The specific procedures to be used by shareholders to submit a proposal in person at an annual meeting are set forth in the Companys Bylaws. The chairman of the meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the procedures set forth in the Companys Bylaws and, in the case of nominations, Amerens Director Nomination Policy. Copies of the Companys Bylaws and Director Nomination Policy may be obtained upon written request to the Secretary of the Company.
Union Electric 2017 Information Statement 57
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Table of Consents FOR 10-K FORM 10-K A copy of Amerens 2016 Form 10-K, including the Companys financial statements for the year ended December 31, 2016, is being furnished with this information statement. The 2016 Form 10-K is also available on Amerens website at www.ameren.com. If requested, we will provide you copies of any exhibits to the 2016 Form 10-K upon the payment of a fee covering our reasonable expenses in furnishing the exhibits. You can request exhibits to the 2016 Form 10-K by writing to the Office of the Secretary, Union Electric Company, P.O. Box 66149, St. Louis, Missouri 63166-6149.
F OR INFORMATION ABOUT THE C OMPANY, INCLUDING THE C OMPANY S ANNUAL, QUARTERLY AND CURRENT REPORTS ON SEC F ORMS 10-K, 1O-Q AND 8-K, RESPECTIVELY, PLEASE VISIT THE I NVESTORS SECTION OF A MEREN S WEBSITE AT WWW
. AMEREN
. COM I INVESTORS. I NFORMATION CONTAINED ON A MEREN S WEBSITE IS NOT INCORPORATED INTO THIS INFORMATION STATEMENT OR OTHER SECURITIES FILINGS.
58 Union Electric 2077 Information Statement