Ameren Illinois Co (Form: 8-K, Received: 04/21/2011 17:00:16)

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): April 21, 2011


Commission File Number	Exact Name of Registrant as Specified in Charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification Number

1-14756	Ameren Corporation (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222	43-1723446

1-2967	Union Electric Company (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222	43-0559760

1-3672	Ameren Illinois Company (Illinois Corporation) 300 Liberty Street Peoria, Illinois 61602 (309) 677-5271	37-0211380

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))

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of each of Ameren Corporation (“Ameren” or the “Company”), Union Electric Company d/b/a Ameren Missouri (“Ameren Missouri”) and Ameren Illinois Company d/b/a Ameren Illinois (“Ameren Illinois”) held on April 21, 2011 (each, its respective “Annual Meeting”), the matters listed below were submitted to a vote of its respective shareholders.

Item (1): Election of Directors

Ameren

Ameren shareholders elected the ten nominees named in the definitive proxy statement relating to the Annual Meeting to serve as directors until Ameren’s next annual meeting of shareholders in 2012 and until their respective successors have been duly elected and qualified. Information as to the vote on each director standing for election is provided below:


Name	Votes For		Votes Withheld		Abstentions		Broker Non-Votes
Stephen F. Brauer		158,415,674		2,632,091		—		37,879,875
Ellen M. Fitzsimmons		158,475,695		2,572,070		—		37,879,875
Walter J. Galvin		151,460,089		9,587,676		—		37,879,875
Gayle P. W. Jackson		158,430,924		2,616,841		—		37,879,875
James C. Johnson		155,886,996		5,160,769		—		37,879,875
Steven H. Lipstein		155,842,454		5,205,311		—		37,879,875
Patrick T. Stokes		155,701,986		5,345,779		—		37,879,875
Thomas R. Voss		155,844,160		5,203,605		—		37,879,875
Stephen R. Wilson		158,428,587		2,619,178		—		37,879,875
Jack D. Woodard		155,919,423		5,128,342		—		37,879,875

Ameren Missouri

At Ameren Missouri’s annual meeting of shareholders held on April 21, 2011, the following individuals (comprising Ameren Missouri’s full Board of Directors) were elected to serve until the next annual meeting of shareholders in 2012: Warner L. Baxter, Daniel F. Cole, Adam C. Heflin, Martin J. Lyons, Jr., Richard J. Mark, Charles D. Naslund and Gregory L. Nelson. Each individual received 102,123,834 votes for election and no withheld votes, abstentions or broker non-votes.

Ameren Illinois

At Ameren Illinois’ annual meeting of shareholders held on April 21, 2011, the following individuals (comprising Ameren Illinois’ full Board of Directors) were elected to serve until the next annual meeting of shareholders in 2012: Scott A. Cisel, Daniel F. Cole, Martin J. Lyons, Jr. and Gregory L. Nelson. Each individual received 26,068,696 votes for election and no withheld votes, abstentions or broker non-votes.

Item (2): Amendment to Restated Articles of Incorporation Regarding Liability of Directors

Ameren shareholders approved amending Ameren’s Restated Articles of Incorporation to limit, in certain circumstances, the personal liability of Ameren directors, as set forth below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
161,071,325	35,910,379	1,945,936	—

Item (3): Re-Approval of the Material Terms of the Performance Goals under Ameren’s 2006 Omnibus Incentive Compensation Plan

Ameren shareholders re-approved the material terms of the performance goals under Ameren’s 2006 Omnibus Incentive Compensation Plan, as set forth below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
144,340,330	15,002,023	1,705,412	37,879,875

Item (4): Advisory Approval of Executive Compensation

Ameren shareholders approved, on an advisory basis, the compensation of certain executives as disclosed in the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures in the definitive proxy statement relating to the Annual Meeting, as set forth below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
147,480,743	11,436,407	2,130,615	37,879,875

Item (5): Advisory Approval on Frequency of Executive Compensation Shareholder Advisory Vote

Ameren shareholders approved, on an advisory basis, the holding of a shareholder advisory vote on executive compensation every year, as set forth below:

Every Year

Every Two

Years

Every Three

Years

Abstentions

Broker

Non-Votes

135,167,078

2,508,072

21,291,780

2,080,835

37,879,875

Based on these voting results, and consistent with the recommendation of Ameren’s Board of Directors, the Board has determined that Ameren will hold a shareholder advisory vote on the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement, every year until the Board decides to hold the next shareholder advisory vote on the frequency of such executive compensation advisory votes.

Item (6): Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2011

Ameren shareholders ratified the appointment of PricewaterhouseCoopers LLP as Ameren’s independent registered public accounting firm for the fiscal year ending December 31, 2011, as set forth below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
194,050,196	3,701,289	1,176,155	—

Item (7): Shareholder Proposal Relating to Report on Coal Combustion Waste

Ameren shareholders did not approve a shareholder proposal requesting that Ameren’s Board of Directors prepare a report on coal combustion waste as described in the definitive proxy statement relating to the Annual Meeting, as set forth below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
74,950,082	67,241,677	18,856,006	37,879,875

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number:		Title:
3(i)		Certificate of Amendment to the Restated Articles of Incorporation filed with the Secretary of State of the State of Missouri on April 21, 2011.

S IGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

A MEREN C ORPORATION

(Registrant)

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Senior Vice President and Chief Financial Officer

U NION E LECTRIC C OMPANY

(Registrant)

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Senior Vice President and Chief Financial Officer

A MEREN I LLINOIS C OMPANY

(Registrant)

/s/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Senior Vice President and Chief Financial Officer

Date: April 21, 2011

E XHIBIT I NDEX


Exhibit Number:		Title:
3(i)		Certificate of Amendment to the Restated Articles of Incorporation filed with the Secretary of State of the State of Missouri on April 21, 2011.

Exhibit 3(i)

State of Missouri

Robin Carnahan, Secretary of State

Corporations Division

PO Box 778 / 600 W. Main St., Rm. 322

Jefferson City, MO 65102

Amendment of Articles of Incorporation

for a General Business or Close Corporation

Pursuant to the provisions of the General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1.	The present name of the Corporation is Ameren Corporation

Charter #: 00414845

The name under which it was originally organized was Arch Holding Corp.

2.	An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on

April 21, 2011

month/day/year

3.	Article Number Eleventh is amended to read as follows:

(A new Article Number Eleventh is added to the Restated Articles of Incorporation of the Corporation to read as follows:)

“Eleventh

The liability of the Corporation’s directors to the Corporation or any of its shareholders for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent permitted under the Missouri General and Business Corporation Law. Any repeal or modification of this Article Eleventh by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.”

(If more than one article is to be amended or more space is needed attach additional pages)

(Please see next page)


Name and address to return filed document:

Name: Craig W. Stensland

Address: 1901 Chouteau Ave., Mail Code 1310

City, State, and Zip Code: St. Louis, MO 63166-6149		Corp. 44 (11/2008)

4.	Of the 240,652,788 shares outstanding, 240,652,788 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:


Class		Number of Outstanding Shares
Common		240,652,788
____________		_____________________
____________		_____________________
____________		_____________________

5.	The number of shares voted for and against the amendment was as follows:


Class	No. Voted For	No. Voted Against
Common	161,071,325	35,910,379
____________	_________________	_________________
____________	_________________	_________________
____________	_________________	_________________

6.	If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

7.	If the effective date of the amendment is to be a date other than the date of filing of the certificate of amendment with the Secretary of State, then the effective date, which shall be no more than 90 days following the filing date, shall be specified:

In Affirmation thereof, the facts stated above are true and correct:

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)


/s/ Craig W. Stensland	Craig W. Stensland	Assistant Secretary	April 21, 2011
Authorized Signature	Printed Name	Title	Date

Corp. 44 (11/2008)