ameren8k02192009.htm
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):
February 12,
2009
Ameren
Corporation
(Exact
name of registrant as specified in its charter)
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Missouri
(State
or other
jurisdiction
of
incorporation)
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1-14756
(Commission
File
Number)
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43-1723446
(IRS
Employer
Identification
No.)
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1901
Chouteau Avenue, St. Louis, Missouri 63103
(Address
of principal executive offices and Zip Code)
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Registrant’s
telephone number, including area code: (314)
621-3222
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(e)
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On
February 12, 2009, the Human Resources Committee of the Board of
Directors (the “Committee”) of Ameren Corporation (“Ameren”) approved and
on February 13, 2009 the full Board of Directors of Ameren ratified
the establishment of the 2009 Ameren Executive Incentive Plan (the “2009
EIP”) to provide for the payment of cash awards to the Named Executive
Officers identified below based on earnings per share (“EPS”) of Ameren
and/or business segment contribution to Ameren EPS and individual
performance in 2009. The 2009 EIP is attached as Exhibit 10.1
and is incorporated herein by
reference.
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For 2009,
a target award under the 2009 EIP was established for each Named Executive
Officer as a percent of 2009 base salary as shown below.
Named
Executive Officer
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Target
Short-Term
Incentive
Compensation as
Percent
of Base Salary
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Rainwater
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90%
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Baxter
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60%
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Voss
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60%
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Sullivan
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60%
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Cisel
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60%
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Under the
2009 EIP, EPS determined in accordance with generally accepted accounting
principles is the primary metric used to establish award
opportunities. Named Executive Officers with corporate responsibility
(Messrs. Rainwater, Baxter and Sullivan) will have their incentive compensation
opportunity based 100% on Ameren EPS, while Named Executive Officers with
business segment responsibility (Messrs. Voss and Cisel) will have their
incentive compensation opportunity based 50% on Ameren EPS and 50% on their
respective business segment contribution to Ameren EPS. The range of
EPS achievement levels for the 2009 EIP (threshold, target and maximum) were
also established by the Committee and ratified by the Board in February
2009. EPS achievement levels may be adjusted to include or exclude
specified items of an unusual or non-recurring nature as determined by the
Committee at its sole discretion and as permitted by the Ameren Corporation 2006
Omnibus Incentive Compensation Plan. In the event Ameren EPS or
business segment contribution to Ameren EPS is below the threshold achievement
level, as determined by the Committee, no award will be paid that is based on
achieving the related EPS threshold achievement level.
The
2009 EIP award based on achievement of 2009 Ameren EPS and/or business
segment contribution to Ameren EPS (the “core award”) for Named Executive
Officers may be
adjusted downwards by up to 50% in the Committee’s discretion. While
the 2009 EIP provides that the core award may also be adjusted upwards by up to
50%, the Committee decided to reduce executive incentive compensation
opportunities for 2009 due to the current business environment and, accordingly,
the core award of certain officers, including the Named Executive Officers, may
not be adjusted upward.
In order
to ensure that awards under the 2009 EIP are fully deductible for tax purposes,
the Committee set a limitation on the 2009 short-term incentive award for each
Named Executive Officer of 0.5 percent of Ameren’s 2009 net income, so as to
help qualify any such payouts as performance-based pay and be fully deductible
to Ameren for tax purposes.
Item 9.01
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Financial Statements and
Exhibits.
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(d)Exhibits
Exhibit
Number:
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Title:
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10.1
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2009
Ameren Executive Incentive Plan.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, Ameren has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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Martin
J. Lyons |
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Senior
Vice President and Chief Accounting
Officer
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(Principal
Accounting Officer)
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Date: February
19, 2009
Exhibit
Index
Exhibit
Number:
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Title:
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10.1
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2009
Ameren Executive Incentive Plan.
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