Ameren Corporation (AEE)
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AGM 2026

May 14, 2026

Operator

Good morning, and welcome to the annual meeting of shareholders for Ameren Corporation. We will begin with opening remarks and introductions. I will now turn it over to Marty Lyons, Chairman, President, and Chief Executive Officer of Ameren Corporation. Marty?

Marty Lyons
Chairman, President, and CEO, Ameren Corporation

Good morning. I'm Marty Lyons. I'm joined today by David Feinberg, our Executive Vice President, General Counsel, and Secretary. It's our pleasure to welcome you to the annual meeting of shareholders of Ameren Corporation, Ameren Illinois Company, we operate as Ameren Illinois, and Union Electric Company, which we operate as Ameren Missouri. We greatly appreciate you joining our webcast this morning. In fairness to all shareholders in attendance, we will conduct the meetings in accordance with the agenda and rules of conduct that are available under the Meeting Materials section of your screen. Before we continue with today's meetings, we would like to inform you that members of Ameren's executive leadership team, as well as members of Ameren Corporation's Board of Directors who are standing for re-election, are joining us remotely today, along with Dan Chavez, a Partner at PricewaterhouseCoopers LLP, the company's independent registered public accounting firm.

We will begin by conducting the joint annual meeting of our subsidiary companies, Ameren Illinois and Ameren Missouri, and following that, we'll commence the Ameren Corporation meeting. I will be presiding over each meeting. Following the adjournment of the meetings, I will give a business update, and we will then answer questions from shareholders. Shareholders who logged into this meeting using their 16-digit control number may also submit questions at any time during the meeting in the space provided on the virtual meeting platform. In the interest of fairness to all shareholders, we ask that you submit only one question. At this time, I will call the annual meeting of Ameren Illinois and Ameren Missouri to order and turn the discussion over to David Feinberg.

David Feinberg
EVP, General Counsel, and Secretary, Ameren Corporation

Thank you, Marty. I submit to the meeting forms of notice of the meetings for Ameren Illinois and Ameren Missouri, together with the affidavits of mailing of the notices to the shareholders of record at the close of business on March 16th, 2026, the date set for the purpose of determining the shareholders entitled to vote at this meeting. I also submit to the meeting certified lists of the holders of all the issued and outstanding shares of the capital stock of Ameren Illinois and Ameren Missouri at the close of business on the record date. All of these documents will be filed with the minutes of this meeting. Based upon the percentage of the total shares of each of Ameren Illinois and Ameren Missouri held by holders of record now present, we have a quorum for this meeting.

The matters requiring a vote by the shareholders of Ameren Illinois and Ameren Missouri are limited to the election of directors of Ameren Illinois and Ameren Missouri. The names of the nominees are set forth in the company's respective information statements. Each company has an advance notice provision in its bylaws, and no nominations were received. Accordingly, all nominations are closed. I will pause here to allow any preferred stock shareholders of Ameren Illinois or Ameren Missouri who wish to do so to vote using the Vote Here button on your screen. I now declare the polls for voting for the directors of Ameren Illinois and Ameren Missouri closed. As many of you know, all the shares of common stock of Ameren Illinois and Ameren Missouri are held by Ameren Corporation, and these shares have already been voted in favor of the election of each of the nominees.

As such, each of the nominees for the boards of directors of Ameren Illinois and Ameren Missouri has been duly elected. The final totals will be included in the report of the inspectors of election and will be filed with the minutes of the meeting.

Marty Lyons
Chairman, President, and CEO, Ameren Corporation

Thank you, David. There being no other business that has been properly brought before the joint meeting of Ameren Illinois and Ameren Missouri, I declare this joint meeting to be officially completed and adjourned. We will now commence the annual meeting of Ameren Corporation for the purpose of electing directors and voting on the other matters included in the proxy statement. Once again, I will turn the discussion over to David.

David Feinberg
EVP, General Counsel, and Secretary, Ameren Corporation

Thank you, Marty. I submit to the meeting the form of notice of the meeting for Ameren Corporation, together with an affidavit of mailing of the notice to the shareholders of record at the close of business on March 16th, 2026, the date set by the Board of Directors for the purpose of determining the shareholders entitled to vote at this meeting. I also submit to the meeting a certified list of the holders of record of all the issued and outstanding shares of the capital stock of Ameren Corporation at the close of business on the record date. All of these documents will be filed with the minutes of this meeting. Our inspectors of election are present at this meeting and have reported that we have received proxies representing a substantial majority of our outstanding voting stock, which constitutes a quorum for this meeting.

This meeting is now open for voting for the election of directors as well as the other items described in the proxy statement. If you have not already voted your shares and you would like to do so, or if you would like to change your vote, you may now do so by using the Vote Here button on your screen. The polls will close following the presentation of the proposals. The first proposal is the election of 12 directors, whose names and qualifications are listed in the proxy statement. The company has an advance notice provision in its bylaws. No nominations were received. All nominations are closed. The second proposal is the advisory approval of the compensation of our named executive officers as described in the proxy statement.

The third proposal is the ratification of the appointment of PricewaterhouseCoopers LLP as Ameren's independent registered public accounting firm for the fiscal year ending December 31, 2026. The board unanimously recommends a vote for each of the proposals. I now declare that the polls are closed. Based on the preliminary report of the Inspectors of Election, the company has received proxies sufficient to elect all 12 director nominees, give advisory approval of the compensation of our executive officers as described in our proxy statement, and ratify the appointment of the auditors. The final vote totals will be reported on a Form 8-K, which we will file with the Securities and Exchange Commission within four business days of this meeting.

Marty Lyons
Chairman, President, and CEO, Ameren Corporation

Thank you, David. There being no other business to attend to, I now declare the meeting adjourned. I have a brief business update. Before I begin, please note that today's comments may contain forward-looking statements. We encourage you to read this slide. Looking back on 2025, I'm grateful for how our team delivered in a year that tested our customers, the communities we call home, and our system. Together, we faced significant severe weather, including major storms and tornadoes. Our team responded quickly and safely, restoring service under challenging conditions. After our infrastructure was rebuilt, we were there to help with recovery efforts. Supporting our customers and communities is essential to our continued success.

It means being there when it matters most, helping neighbors get back on their feet after storms and other challenges, and building the strong, constructive relationships that allow our company and the communities we serve to thrive. Throughout the year, we maintained focus on supporting our most vulnerable customers. That commitment resulted in more than $9 million directed to targeted bill assistance and community action agencies. We also provided more than $11 million in philanthropic donations, and our employees contributed over 27,500 volunteer hours to nonprofits in Illinois and Missouri that are working to brighten the lives of our friends and neighbors. In addition, Ameren delivered strong operational and financial results in 2025. In line with our strategy, we made disciplined investments in rate-regulated infrastructure, worked to strengthen regulatory frameworks, and advocated for responsible energy policies.

I'd like to spend a moment highlighting how our strategy translated into performance across our business and created long-term value for customers and you, our shareholders. Ameren made $4.1 billion of energy infrastructure investments in 2025. Our team is focused on strengthening the grid while building and maintaining a diverse mix of energy centers to ensure reliable energy for our customers at the lowest possible cost. Our long-term focus on making prudent investments and disciplined cost management have helped keep our rates lower than national and Midwest averages. In Missouri, we filed an updated Preferred Resource Plan that outlines a balanced mix of generation resources needed over the next 20 years to enhance reliability and support economic growth. Consistent with that plan, we filed requests with the Missouri Public Service Commission for more than 1.45 GW of new generation and battery storage resources.

Another key success in Missouri was the passage of forward-looking energy legislation and regulatory approval of our large load customer tariff, creating a strong framework to capture major economic growth opportunities while ensuring that large load customers pay their fair share of service and infrastructure costs. In Illinois, our team achieved constructive regulatory outcomes in both our natural gas rate review and our 2024 multi-year rate plan reconciliation to support continued investment in safe and reliable utility infrastructure. Across both states, our Ameren transmission team continued advancing critical projects that support economic growth in the Midwest and reliability for all our customers. These include $3.1 billion of long-range transmission planning projects assigned to Ameren by the Midcontinent Independent System Operator, or MISO, as well as projects awarded to us after competitive solicitations.

Looking ahead, we expect sales and earnings growth to drive long-term shareholder value, supported by long-term electric service agreements signed this year representing 2.8 GW of new Ameren Missouri demand and $31.8 billion of planned infrastructure investments from 2026 to 2030 to serve all of our customers reliably while facilitating growth in our communities. In February, we reaffirmed our intention to deliver competitive long-term returns for shareholders over the coming years as we issued 6%-8% earnings per share growth guidance for the period 2026 to 2030, with year-over-year results expected to be near the upper end of that range. In addition, the Board of Directors raised the dividend by 5.6%, marking the 13th consecutive year of dividend growth.

Rest assured, looking ahead, we are staying focused on what matters most, delivering safe, reliable energy at the lowest cost possible for our valued customers. That commitment is at the heart of our mission to power the quality of life, and we take it seriously. We thank you for your support and confidence as we work to serve our customers and communities both today and for decades to come. This concludes my prepared remarks, and we will now begin the question-and-answer portion of the meeting. For any questions that we are not able to answer during today's meeting, we will post those questions and responses on our website in the coming days. I would now like to introduce Andrew Kirk, our Senior Director of Investor Relations, who will be our host for the question-and-answer portion of the meeting. Andrew?

Andrew Kirk
Senior Director of Investor Relations, Ameren Corporation

Thank you, Marty. Good morning. Our first question is, why does Ameren choose to hold their annual shareholder meeting virtually and not in person?

Marty Lyons
Chairman, President, and CEO, Ameren Corporation

Thank you for that question. You know, really, since the pandemic, virtual shareholder meetings have become widely accepted and common practice, particularly amongst large U.S. companies. You know, I think this format provides shareholders with the same rights to attend, vote, and ask questions while also allowing broader access to shareholders who might not otherwise be able to travel to attend a live meeting. Additionally, holding the meeting virtually helps us to manage costs and utilize resources responsibly. Look, I think, you know, we'll continue to evaluate our meeting format. We certainly welcome shareholder feedback. Our goal is gonna remain the same regardless of the format, which is to ensure meaningful, transparent engagement and to serve the best interest of all of our shareholders.

Andrew Kirk
Senior Director of Investor Relations, Ameren Corporation

Thanks, Marty. Our next question: Why does Ameren have so many directors on the board?

Marty Lyons
Chairman, President, and CEO, Ameren Corporation

Thank you for that question as well. I will tell you, at Ameren, we're very fortunate to have an outstanding group of directors that brings a wide range of skills, experience, and perspectives to help guide our company. The current board consists of 12 members, which is within the typical range among our peer utility companies, you know, especially those that have unique attributes like we do with nuclear operations. Look, we'll continue to evaluate our board composition and take actions as needed to ensure that the board composition reflects the skills and experiences necessary to successfully oversee and execute our strategy, which is obviously in the long-term interest of our shareholders.

Andrew Kirk
Senior Director of Investor Relations, Ameren Corporation

Thanks, Marty. Our final shareholder question asks if we plan to raise a dividend this year.

Marty Lyons
Chairman, President, and CEO, Ameren Corporation

Always a good question. Certainly, the dividend's a very important part of our overall shareholder return proposition. I'd point out that since 2013, we've actually grown our adjusted weather-normalized earnings at approximately 7.4% compound annual rate, and over that same period of time, we've raised our annual dividend by 78%. I think that shows certainly our commitment to our dividend and dividend growth. As I stated in my prepared remarks, earlier this year in February, the Board of Directors raised the dividend by 5.6%. Again, that was the 13th consecutive year of dividend increases.

Prospectively, we expect dividends to grow in line with our current long-term EPS growth expectations, which again are 6% to 8% between 2026 and 2030, and maintain a dividend payout ratio that's in the range of 50%- 60% of annual earnings per share. Okay, this completes the question-and-answer portion of our meeting. We appreciate all of your questions, and again, for any questions we did not address during today's call, our responses will be posted on amereninvestors.com in the coming days. In closing, let me assure you that we will remain focused on executing our comprehensive business strategy so we can continue to deliver strong, long-term, sustainable value to our customers, communities, and to you, our shareholders. Thank you for your interest and your investment in Ameren Corporation.

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