Sector: Utilities
AMEREN CORP · Meeting: May 14, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of 12 Director Nominees
Independent director since 2019 with relevant executive and human capital management experience; no overboarding, attendance, or TSR trigger concerns — AEE's 3-year price return of 43.7% is strongly positive and trails XLU by only 5.9 percentage points, well below the 65-point threshold required to trigger a vote against.
Independent director since 2018 with strong financial and CFO-level experience; holds two public board seats (Ameren and Avery Dennison), within policy limits; TSR gap vs. XLU is only -5.9pp against a 65pp threshold.
New director joining in January 2026, within the 24-month exemption window; brings relevant cybersecurity and information technology expertise as CIO of Caterpillar; TSR trigger does not apply.
Independent director since 2009 serving as Lead Director with extensive legal, governance, and regulatory experience; holds no outside public board seats; TSR gap vs. XLU is only -5.9pp, well below the 65pp threshold.
Independent director since 2015 with deep nuclear and utility operations expertise; holds no outside public board seats; TSR gap vs. XLU is only -5.9pp, well below the 65pp threshold.
Independent director since 2013 with extensive CEO and CFO experience; holds two public board seats (Ameren and PNC), within policy limits; TSR gap vs. XLU is only -5.9pp, well below the 65pp threshold.
Independent director since 2018 with directly relevant utility industry experience as former president of Con Edison; holds no outside public board seats; TSR gap vs. XLU is only -5.9pp, well below the 65pp threshold.
Independent director since 2010 with extensive CEO experience in healthcare; holds no outside public board seats; TSR gap vs. XLU is only -5.9pp, well below the 65pp threshold.
Chairman, President and CEO serving as a director since 2022; as a sitting CEO he holds no outside board seats, within policy limits; the TSR trigger does not apply — AEE's 3-year return of 43.7% is strongly positive and trails XLU by only 5.9pp against a 65pp threshold.
Independent director since 2020 with sustainability, audit, and risk management expertise; holds two public board seats (Ameren and Cognizant), within policy limits; TSR gap vs. XLU is only -5.9pp, well below the 65pp threshold.
New director joining in March 2026, within the 24-month exemption window; brings relevant nuclear operations expertise as former Chief Nuclear Officer of Tennessee Valley Authority; TSR trigger does not apply.
Director since 2025, within the 24-month exemption window; serves as CEO of American Tower and holds two public board seats (Ameren and American Tower), within the policy limit for a sitting CEO; TSR trigger does not apply given tenure.
All 12 nominees pass policy screens: the TSR underperformance trigger does not fire (AEE's 3-year return of +43.7% trails XLU by only 5.9 percentage points, far below the 65-point threshold for strongly positive absolute returns); no director is overboarded; all independent directors serve only on independent committees; two new directors are within the 24-month TSR exemption; and the company discloses a full board skills matrix.
CEO
Martin J. Lyons, Jr.
Total Comp
$14,056,510
Prior Support
95%%
The prior year Say on Pay vote received approximately 95% shareholder support, reflecting broad endorsement of the compensation structure. The pay program is heavily performance-based — roughly 70% of the CEO's long-term incentive award is tied to performance conditions (60% to relative total shareholder return versus utility peers over three years, 10% to energy transition goals), with 30% in time-vesting stock awards, and base salary represents a modest fraction of total compensation well within the 40% fixed-pay threshold. The short-term incentive payout of 161% of target and long-term incentive payout near target (94% for the TSR component, 141% for energy transition) reflect strong operational and financial results in 2025, and the company maintains a robust clawback policy, anti-hedging and anti-pledging requirements, and meaningful stock ownership standards.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$5,134,000
Non-Audit Fees
$307,000
Non-audit fees (audit-related fees of $100,000 plus tax fees of $205,000 plus other fees of $2,000 = $307,000) represent approximately 6% of audit fees of $5,134,000, well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $30 billion market-cap utility; auditor tenure is not disclosed but the tenure trigger requires confirmed data to fire, so no adverse inference is drawn.
Meeting held May 14, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Ajay K. Arora | 100.0% | 102.1M | 0 | ✓ Elected |
| Theresa A. Shaw | 100.0% | 25.5M | 0 | ✓ Elected |
| Michael L. Moehn | 100.0% | 102.1M | 0 | ✓ Elected |
| Patrick E. Smith Sr. | 100.0% | 25.5M | 0 | ✓ Elected |
| Leonard P. Singh | 100.0% | 102.1M | 0 | ✓ Elected |
| Ryan J. Martin | 100.0% | 102.1M | 0 | ✓ Elected |
| David M. Feinberg | 100.0% | 102.1M | 0 | ✓ Elected |
| Jamie L. Engstrom | 99.2% | 216.2M | 1.9M | ✓ Elected |
| Timothy S. Rausch | 99.1% | 216.0M | 1.9M | ✓ Elected |
| Steven O. Vondran | 99.0% | 215.8M | 2.1M | ✓ Elected |
| Leo S. Mackay, Jr. | 99.0% | 215.9M | 2.1M | ✓ Elected |
| Ward H. Dickson | 99.0% | 215.9M | 2.1M | ✓ Elected |
| Craig S. Ivey | 97.8% | 213.2M | 4.9M | ✓ Elected |
| Rafael Flores | 97.5% | 212.5M | 5.6M | ✓ Elected |
| Cynthia J. Brinkley | 97.1% | 211.8M | 6.2M | ✓ Elected |
| Richard J. Harshman | 97.0% | 211.5M | 6.5M | ✓ Elected |
| Martin J. Lyons, Jr. | 97.0% | 211.6M | 6.5M | ✓ Elected |
| Ellen M. Fitzsimmons | 96.7% | 210.8M | 7.3M | ✓ Elected |
| Steven H. Lipstein | 93.5% | 203.9M | 14.1M | ✓ Elected |
Say on Pay
For 208.2M · Against 9.4M · Abstain 951,507
Auditor Ratification
For 232.7M · Against 9.8M · Abstain 492,793
Ameren's 2026 annual meeting presents a clean ballot with no material governance concerns: all 12 director nominees pass policy screens including the TSR test (3-year return of +43.7% trails the XLU utilities ETF by only 5.9 percentage points, far below the 65-point threshold), PwC's non-audit fees are a minimal 6% of audit fees, and the executive compensation program earned 95% shareholder support in 2025 with a well-structured performance-based pay design. No stockholder proposals appear on the ballot based on the information provided.
