AEEAmeren
Deals with insiders in the proxy filed 2026-03-31
Deals between AEE and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-25.
Corporate Governance“Mr. Smith’s spouse is an employee of the Company, and the Human Resources Committee reviewed and approved her 2025 compensation in accordance with applicable Company policies. In 2025, Mr. Smith’s spouse earned total compensation of approximately $220,494, representing base salary and participation in the Company’s short- and long-term incentive compensation programs. Mr. Smith’s spouse also participates in the Company’s benefit and retirement plans as in effect from time to time. Mr. Smith did not supervise his spouse and had no role in setting her compensation.”
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Corporate Governance“Mr. Smith’s brother-in-law is an employee of the Company, and the Human Resources Committee reviewed and approved his 2025 compensation in accordance with applicable Company policies. In 2025, Mr. Smith’s brother-in-law earned total compensation of approximately $157,047, representing base salary and participation in the Company’s short-term incentive compensation program. Mr. Smith’s brother-in-law also participates in the Company’s benefit and retirement plans as in effect from time to time. Mr. Smith did not supervise his brother-in-law and had no role in setting his compensation.”
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New wording of the review policy 1 paragraph without an amount or a name
Corporate Governance“Patrick E. Smith Sr., who became an executive officer of the Company during 2025 and became Chairman and President of Ameren Illinois Company effective January 1, 2026:”
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The whole section
12 paragraphs quoted as filed
Related Person Transactions Policy“The Board of Directors has adopted the Ameren Corporation Related Person Transactions Policy. This written policy provides that the Nominating and Corporate Governance Committee will review and approve Related Person Transactions (as defined below); provided that the 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 the Nominating and Corporate Governance Committee has been delegated authority to act between Nominating and Corporate Governance Committee meetings.”
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Related Person Transactions Policy“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 the Company (including any of its 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”
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44 Ameren Corporation“a direct or indirect material interest, other than: (1) transactions where the rates are competitively bid and the lowest bid is accepted, or transactions involving the rendering of services as a common or contract carrier, or regulated public utility services transactions at rates fixed in conformity with law or governmental authority; (2) transactions involving trustee-type services; (3) transactions in which the Related Person’s 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 SEC’s 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 SEC’s 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 SEC’s executive and director compensation proxy statement disclosure rules, and such compensation has been or will be approved, or recommended to our Board of Directors for approval, by the Human Resources Committee of our 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 SEC’s executive and director compensation proxy statement disclosure rules.”
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44 Ameren Corporation“A “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 the beneficial owner of more than five percent of any class of the Company’s 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 of the other Related Persons have a ten percent or greater beneficial interest. “Immediate family member” is defined as 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.”
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44 Ameren Corporation“The Office of the Secretary of the Company assesses whether a proposed transaction is a Related Person Transaction for purposes of the policy.”
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44 Ameren Corporation“The policy recognizes that Related Person Transactions may, in some circumstances, be in the best interests of the Company and its shareholders.”
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44 Ameren Corporation“The approval procedures in the policy identify 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 director’s 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 Company’s policies, including but not limited to the code of ethics 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. The Human Resources Committee will review and approve on an annual basis the compensation of each Company employee who is an immediate family member of a Company director or executive officer and whose total annual compensation exceeds $120,000.”
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44 Ameren Corporation“Based on the standards described above and certain determinations made by the Board discussed under “ - Board Structure - Director Independence,” we had no Related Person Transactions in 2025 other than the employment of the following family members of”
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Corporate Governance“Patrick E. Smith Sr., who became an executive officer of the Company during 2025 and became Chairman and President of Ameren Illinois Company effective January 1, 2026:”
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Corporate Governance“Mr. Smith’s spouse is an employee of the Company, and the Human Resources Committee reviewed and approved her 2025 compensation in accordance with applicable Company policies. In 2025, Mr. Smith’s spouse earned total compensation of approximately $220,494, representing base salary and participation in the Company’s short- and long-term incentive compensation programs. Mr. Smith’s spouse also participates in the Company’s benefit and retirement plans as in effect from time to time. Mr. Smith did not supervise his spouse and had no role in setting her compensation.”
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Corporate Governance“Mr. Smith’s brother-in-law is an employee of the Company, and the Human Resources Committee reviewed and approved his 2025 compensation in accordance with applicable Company policies. In 2025, Mr. Smith’s brother-in-law earned total compensation of approximately $157,047, representing base salary and participation in the Company’s short-term incentive compensation program. Mr. Smith’s brother-in-law also participates in the Company’s benefit and retirement plans as in effect from time to time. Mr. Smith did not supervise his brother-in-law and had no role in setting his compensation.”
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Insider Trading Policy“We maintain an insider trading policy (“Insider Trading Policy”), which governs the purchase, sale and other dispositions of our securities by our directors, officers, and employees, including their respective immediate family members and affiliates, as well as contractors, consultants, and third parties conducting business with the Company, and the Company. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any NYSE listing standards applicable to us. Our Insider Trading Policy is attached as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗