ST. LOUIS, May 19, 2026, 03:04 CDT
- Ameren investors signed off on executive pay, re-elected the full board, and kept PwC as auditor.
- CEO Martin J. Lyons, Jr.’s total pay for 2025 hit $14.06 million, according to the disclosure that came before the vote.
- The issue comes up while the regulated utility is pouring money into infrastructure and still waiting for important rate and regulatory decisions.
Ameren Corporation shareholders backed executive pay and kept all 12 directors in place, handing the St. Louis-based utility’s management a win just after results from its annual meeting were filed with U.S. securities regulators. The support came after Ameren said Chief Executive Martin J. Lyons, Jr. got $14.06 million in total compensation for 2025, up from $9.73 million the year before.
Ameren wants investors to support its capital-intensive strategy as the vote comes up, with more grid upgrades, more gas-system projects, and heavier regulatory scrutiny over who pays. The company said first-quarter earnings got a lift from infrastructure spending, and it kept 2026 earnings guidance at $5.25 to $5.45 a share.
Ameren shares traded at $107.38, gaining $1.02 on the day, market data showed. Goldman Sachs’s Carly Davenport maintained her Hold call and $113 price target this month. TipRanks said Davenport’s view was based on strong demand, balanced by ongoing regulatory questions in Illinois and Missouri.
The “say-on-pay” resolution, which gives shareholders a nonbinding vote on executive pay, got 208,210,735 votes for and 9,383,298 against. There were 951,507 abstentions. Broker non-votes came in at 24,519,860 shares.
Ameren’s board nominees were all elected. Steven H. Lipstein saw the most votes against, picking up 14,096,981. Jamie L. Engstrom had the strongest backing, getting 216,191,429 votes in support.
Shareholders approved PricewaterhouseCoopers LLP as auditor through Dec. 31, 2026. The vote was 232,732,466 in favor and 9,840,141 against. Over at the utility arms, Ameren Missouri and Ameren Illinois re-elected their five-member boards, and the company said there were no withheld votes, abstentions or broker non-votes.
Ameren’s proxy listed CEO Marty Lyons’ 2025 pay as $1.33 million in salary, $8.21 million in stock awards, plus $3.33 million in non-equity incentives. The company reported a median worker pay of $125,070, setting the CEO pay ratio at 112 to 1. Other pay for Lyons included $184,185 for personal flights under a board security and business travel policy.
Lyons is calling the spending plan a reliability matter. “Customers depend on us every day for safe, reliable, and affordable energy—and demand is growing,” he said with Ameren’s first-quarter report. He said meeting those needs takes “disciplined ongoing infrastructure investment.” Ameren Investors
Ameren bases its pay structure on other U.S. regulated utilities, saying its 2025 compensation peer group features Duke Energy, DTE Energy and Xcel Energy. Ameren said data from those utility peers guides its executive pay decisions.
The vote leaves Ameren’s biggest risk in place. Regulators, courts or lawmakers still have the power to limit how much Ameren can charge customers for investment costs. The company has warned that pending Illinois rate cases and federal transmission appeals could affect its results.
Ameren cleared its shareholder meeting with no changes to the board, kept its auditor, and got solid support for its pay package. There was some opposition, but the votes were not close. The bigger challenge for Ameren is outside the meeting, where regulators and spending decisions will drive customer bills, earnings and investor sentiment.
