2018 Guide to Effective Proxies

2.7 Frequently Asked Questions | 115 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES AMEREN CORPORATION H QUESTIONSANDANSWERSABOUTTHEANNUALMEETINGANDVOTING Proxy Statement of Ameren Corporation (FirstsentorgivenonoraboutMarch19,2018toshareholdersreceivingwrittenmaterials) Principal Executive Offices: One Ameren Plaza 1901 Chouteau Avenue St. Louis, MO 63103 FORWARD-LOOKING INFORMATION Statements in this proxy statement not based on historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions and financial performance. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Ameren Corporation (the “Company,” “Ameren,” “we,” “us” and “our”) is providing this cautionary statement to disclose that there are important factors that could cause actual results to differ materially from those anticipated. Reference is made to the 2017 Form 10-K for a list of such factors. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Q. When and where will the annual meeting be held? A. The Annual Meeting of Shareholders of the Company (the “Annual Meeting”) will be held on Thursday, May 3, 2018, and at any adjournment thereof. Our Annual Meeting will be held at the Peoria Civic Center, 201 SW Jefferson Ave., Peoria, Illinois 61602, at 10:00 a.m. CDT. A map and directions to the Annual Meeting appear on the final page of this proxy statement. Q. Who is entitled to vote? A. Only shareholders of record of our common stock, $0.01 par value (“Common Stock”), at the close of business on the record date, February 26, 2018, are entitled to vote at the Annual Meeting. Q. What will I be voting on? A. 1. Election of Directors. Twelve directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. 2. Non-Binding Advisory Approval of Executive Compensation. In accordance with Section 14A of the Exchange Act, the Company is providing shareholders with the right to cast a non-binding advisory vote at the Annual Meeting to approve the compensation of the NEOs. This proposal, commonly known as a “say-on-pay” proposal, provides shareholders with the opportunity to endorse or not endorse the Company’s compensation program. 3. Ratification of the Appointment of PwC as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2018. The Company is asking its shareholders to ratify the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. PwC was appointed by the Audit and Risk Committee. AmerenCorporation 2018ProxyStatement 7 Total of 05 pages in section AMERICAN EAGLE OUTFITTERS, INC. HEADER INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING WearefurnishingthisProxyStatementinconnectionwiththesolicitationofproxiesbytheBoardforuseattheAnnualMeetingof StockholderstobeheldonJune6,2018,at11:00a.m.,localtime,atLanghamPlace,NewYork,locatedat400FifthAvenue,New York, New York and at any adjournments or postponements thereof. It is being made available to the stockholders on April 25, 2018. Who is entitled to vote? Stockholders of record at the close of business on April 11, 2018, the record datefortheAnnualMeeting,areentitledtovoteat the Annual Meeting. As of the record date, there were 176,182,848 shares of common stock, par value $0.01 per share, outstandingandentitledtovote.Eachsharethatyouownentitlesyoutoonevote. How does the Board recommend I vote on these proposals? TheBoardrecommendsavote: • FORthenomineesforClassIIdirectorlistedinthisProxyStatement; • FORtheratificationoftheappointmentofErnst&YoungLLPasourindependentregisteredpublicaccountingfirmforthefiscal yearendingFebruary2,2019;and • FORtheapproval,onanadvisorybasis,ofthecompensationofournamedexecutiveofficers. Why did I receive a Notice of Internet Availability of Proxy Materials? In order to both save money and protect the environment, we have elected to provide access to our proxy materials and Fiscal 2017 Annual Report on Form 10-K (“Annual Report”) on the Internet, instead of mailing the full set of printed proxy materials, in accordancewiththerulesoftheSECfortheelectronicdistributionofproxymaterials.OnApril25,2018,wemailedtomostofour stockholdersaNoticeofInternetAvailabilityofProxyMaterials(the“Notice”)containinginstructionsonhowtogainaccesstoour ProxyStatementandAnnualReportandhowtovoteonline.IfyoureceivedaNoticebymail,youwillnotreceiveaprintedcopyof the proxy materials in the mail unless you request it. Instead, the Notice instructs you on how to obtain and review all of the importantinformationcontainedintheProxyStatementandAnnualReport.TheNoticealsoinstructsyouonhowyoumaysubmit yourproxyovertheInternet.IfyoureceivedaNoticebymailandwouldliketoreceiveaprintedcopyofourproxymaterials,you shouldfollowtheinstructionsforrequestingsuchmaterialsincludedintheNotice. How do I vote my shares? If your shares are registered directly in your name (i.e., you are a “registered stockholder”), you received a Notice. You should followtheinstructionsontheNoticeinordertoensurethatyourvoteiscounted.Alternatively,youmayattendandvoteinperson attheAnnualMeeting. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent (i.e., your shares are held in “streetname”),youshouldreceiveeitheraNoticeoravotinginstructionformalongwithaProxyStatement.Youshouldfollowthe instructionsontheNoticeorthevotinginstructionforminordertoensurethatyourvoteiscounted.TovoteinpersonattheAnnual Meeting,youmustobtainalegalproxyfromthebroker,bankoragentthatholdsyoursharestopresentatthemeeting. Can I change or revoke my proxy? Yes. If you are a registered stockholder, you may revoke your proxy at any time before it is voted by delivering written notice of revocationtotheCompany(Attention:JenniferB.Stoecklein,CorporateSecretary).Suchwrittennoticeshouldbereceivedbythe Company prior to the Annual Meeting. You may also change or revoke your proxy by submitting a properly executed proxy bearingalaterdateorbyattendingthemeetingandvotinginperson. If your shares are held in street name, you may revoke yourproxybysubmittingnewvotinginstructionstoyourbrokeror,ifyou haveobtainedalegalproxyfromyourbroker,byattendingtheAnnualMeetingandvotinginperson. 56 | Total of 03 pages in section AMERICAN TOWER CORPORATION H Questions & Answers Q. WhydidIreceivetheseproxymaterials? A. YoureceivedthesematerialsbecauseyouwereastockholderasofMarch28,2018,therecorddatefixedbytheBoard,and arethereforeentitledtoreceivenoticeoftheAnnualMeeting(Notice)andtovoteonmatterspresentedattheAnnual Meeting,whichwillbeheldonMay23,2018. Q. WhydidIreceiveaNoticeinsteadofafullsetofproxymaterials? A. TheSECallowsustomakethisProxyStatementandourAnnualReporttoStockholders,whichincludesacopyofourForm 10-K,availableelectronicallyviatheInternetatwww.proxyvote.com.OnoraboutApril12,2018,wemailedyouaNotice containinginstructionsforaccessingthisProxyStatementandourAnnualReportandforvoting(i.e.,submittingyourproxy) overtheInternet.IfyoureceivedtheNoticebymail,youwillnotreceiveaprintedcopyoftheproxymaterialsinthemail.If youwouldlikeaprintedcopyofourproxymaterials,pleasefollowtheinstructionsforrequestingthosematerialsincludedin theNotice. Q. WhenandwhereistheAnnualMeetingbeingheld? A. TheAnnualMeetingwillbeheldonWednesday,May23,2018at11:00a.m.,localtime,intheBraemore/KenmoreRoomat theColonnadeHotel,120HuntingtonAvenue,Boston,Massachusetts02116. Q. WhoisentitledtovoteattheAnnualMeeting? A. HoldersofAmericanTower’sCommonStockatthecloseofbusinessonMarch28,2018,therecorddatefixedbytheBoard, mayvoteattheAnnualMeeting. Q. HowmanyvotesmayIcast? A: EachshareofCommonStockisentitledtoonevotewithrespecttoeachofthematterssubmittedforvote.OnMarch28, 2018,therewere441,594,304sharesofCommonStockoutstandingandentitledtovote. Q. WhatconstitutesaquorumfortheAnnualMeeting? A. Thepresence,inpersonorbyproxy,oftheholdersofamajorityofthesharesofCommonStockissuedandoutstandingon March28,2018constitutesaquorumforthetransactionofbusinessattheAnnualMeeting.Wewillcountabstentionsand sharesheldbybrokersornomineeswhohavenotreceivedinstructionsfromthebeneficialowner(brokernon-votes)as presentforpurposesofdeterminingthepresenceorabsenceofaquorum. Q. WhatitemswillbevotedonattheAnnualMeeting,andwhatistherequiredvotetoapproveeachitem? A. Allstockholdersareentitledtovoteonthefollowingproposals: • Proposal1—ToelecttotheBoardofDirectorsthetennomineesnamedinthisProxyStatement; • Proposal2—ToratifytheselectionofDeloitte&ToucheLLPasourindependentregisteredpublicaccountingfirmfor2018; and • Proposal3—Toapprove,onanadvisorybasis,ourexecutivecompensation. AMERICANTOWERCORPORATION 2018PROXYSTATEMENT 74 Total of 03 pages in section AMN HEALTHCARE a GENERALINFORMATION GENERAL INFORMATION When and where is the Annual Meeting? Our 2018 Annual Meeting of Shareholders (the “ Annual Meeting ”) will be held at our offices located at 8840 Cypress Waters Boulevard, Suite 300, Dallas, Texas 75019 on Wednesday, April 18, 2018, at 8:30 a.m. Central Time, or at any subsequent time that may be necessary by any adjournment or postponement of the AnnualMeeting. What is “Notice and Access” and why did AMN Healthcare elect to use it? We are making the proxy solicitation materials available to our shareholders electronically via the Internet under the Notice and Access rules and regulations of the Securities and Exchange Commission (the “ SEC ”). On or about March 8, 2018, we will mail to our shareholders the Notice of Internet Availability of Proxy Materials (the “ Notice ”) in lieu of mailing a full set of proxy materials. Accordingly, our proxy materials are first being made available to our shareholders on or about March 8, 2018. The Notice includes information on how to access and review the proxy materials and how to vote online. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or requestaprintedsetoftheproxymaterials. Instructions on how to access the proxy materials on the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe this method of delivery will decrease costs, expedite distribution of proxy materials to you, and reduce our environmental impact. As a longstanding component of our Corporate Social Responsibility Program, we encourage shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of the Annual Meeting. Shareholders who received the Notice but would like to receive a printed copy of the proxy materials in the mail should followtheinstructions intheNoticeforrequesting suchmaterials. Why am I receiving these proxy materials? We are furnishing you these proxy materials in connection with the solicitation of proxies on behalf of our Board of Directors (the “ Board ”) for use at the Annual Meeting. This proxy statement includes information that we are required to provide under SEC rulesandisdesignedtoassistyouinvotingyourshares. Proxies in proper form received by us at or before the time of the Annual Meeting will be voted as specified. You may specify your choices by marking the appropriate boxes on your proxy card. If a proxy card is dated, signed and returned without specifying choices, the proxies will be voted in accordance with the recommendations of the Board set forth in this proxy statement, and, in their discretion, upon such other business as may properly come before the Annual Meeting. Business transacted at the Annual Meeting will be confined to the purposes stated in the Notice of Annual Meeting. Shares of our common stock, par value $0.01 per share (“ Common Stock ”), cannot be voted at the Annual Meeting unless the holder is present in personorrepresentedbyproxy. How can I get electronic access to the proxy materials? The Notice will provide you with instructions on how to (1) view our proxy materials for the Annual Meeting on the Internet, and (2) instruct us to send proxy materials to you by email. The proxy materials are also available under the “Investor Relations” tab on our website at www.amnhealthcare.com. Choosing to access our proxy materials electronically will save us the cost of printing and mailing documents to you, and will reduce the impactofourannualmeetingsontheenvironment. 2 AMNHEALTHCARESERVICES, INC. ⎪ 2018 Proxy Statement Total of 04 pages in section