Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 15, 2023

AMEREN CORPORATION

(Exact Name of Registrant as Specified in Charter)

Missouri	1-14756	43-1723446
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1901 Chouteau Avenue, St. Louis, Missouri 63103

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (314) 621-3222

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AEE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

(d) On December 15, 2023, the Board of Directors (the "Board") of Ameren Corporation ("Ameren") elected Ms. Kimberly J. Harris to the Board, with a term beginning on January 1, 2024, and expiring at Ameren's Annual Meeting of Shareholders in 2024. Also effective January 1, 2024, the Board appointed Ms. Harris to the Nominating and Corporate Governance Committee and the Nuclear, Operations and Environmental Sustainability Committee of the Board. No arrangement or understanding exists between Ms. Harris and Ameren or, to Ameren's knowledge, any other person or persons pursuant to which Ms. Harris was selected as a director. Ms. Harris will receive compensation for Board and committee service as described on Exhibit 10.6 to Ameren's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Ms. Harris is the retired President and Chief Executive Officer of Puget Energy, Inc., an energy services holding company, and its subsidiary Puget Sound Energy, Inc., a utility company providing electric and natural gas service in the northwest United States. She served in these positions from March 2011 until her retirement in January 2020. Ms. Harris served as President of Puget Energy and Puget Sound Energy from July 2010 through February 2011 and as Executive Vice President and Chief Resource Officer from May 2007 until July 2010. Prior to joining Puget Energy, Ms. Harris practiced law at Perkins Coie LLP.

Ms. Harris had no business relationships with Ameren or its subsidiaries in 2022 or to the date hereof in 2023 which are required to be reported under Item 404(a) of the Securities and Exchange Commission Regulation S-K.

ITEM 7.01 Regulation FD Disclosure.

On December 18, 2023, Ameren issued a press release announcing Ms. Harris's election to the Board. A copy of that press release is furnished as Exhibit 99.1 to this Report.

ITEM 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number		Title

99.1		Press release issued on December 18, 2023, by Ameren.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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

	AMEREN CORPORATION
	(Registrant)

	By:	/s/ Chonda J. Nwamu
	Name:	Chonda J. Nwamu
	Title:	Executive Vice President, General Counsel and Secretary

Date: December 18, 2023

Exhibit 99.1

news release

1901 Chouteau Avenue : St. Louis, MO 63103 : Ameren.com

Contacts:

Media

Ameren Communications

314.554.2182

communications@ameren.com

Analysts

Andrew Kirk

314.554.3942

akirk@ameren.com

For Immediate Release

Kimberly Harris joins Ameren Board of Directors

ST. LOUIS (Dec. 18, 2023) — The board of directors of Ameren Corporation (NYSE: AEE) announced today that Kimberly J. Harris has been elected to the Ameren board of directors, effective Jan. 1, 2024.

Harris brings extensive senior leadership experience to the Ameren board of directors. She is the former chief executive officer and president of Puget Sound Energy (PSE), Washington State's largest utility serving more than 1.5 million customers across 10 counties. During her 9-year tenure as CEO at PSE, she fostered a strong company culture focused on safety and increasing value for customers and investors.

Before being named CEO of PSE, Harris served as executive vice president and chief resource officer. In this role, she guided the expansion of the company’s energy efficiency program and led operations of the company's wind power facilities, which, at the time, was the nation's second-largest utility owned and operated wind farm.

"We are excited to have Kimberly join Ameren’s board of directors," said Martin J. Lyons, chairman, president and chief executive officer of Ameren. "In addition to her extensive leadership role with Puget Sound Energy, her considerable experience in regulatory and governance matters will benefit our customers, communities and shareholders."

Harris earned a Juris Doctor from Arizona State University and Bachelor of Arts in political science from San Diego State University.

About Ameren Corporation

St. Louis-based Ameren Corporation powers the quality of life for 2.4 million electric customers and more than 900,000 natural gas customers in a 64,000-square-mile area through its Ameren Missouri and Ameren Illinois rate-regulated utility subsidiaries. Ameren Illinois provides electric transmission and distribution service and natural gas distribution service. Ameren Missouri provides electric generation, transmission and distribution services, as well as natural gas distribution service. Ameren Transmission Company of Illinois develops, owns and operates rate-regulated regional electric transmission projects in the Midcontinent Independent System Operator, Inc. For more information, visit Ameren.com, or follow us at @AmerenCorp, Facebook.com/AmerenCorp, or LinkedIn.com/company/Ameren.

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Cover	Dec. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 15, 2023
Entity File Number	1-14756
Entity Registrant Name	AMEREN CORPORATION
Entity Central Index Key	0001002910
Entity Tax Identification Number	43-1723446
Entity Incorporation, State or Country Code	MO
Entity Address, Address Line One	1901 Chouteau Avenue
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63103
City Area Code	314
Local Phone Number	621-3222
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	AEE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false