The AES Corporation (AES) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on April 29, 2026, with shareholders voting on director elections, executive compensation, auditor ratification, and a shareholder proposal on special meetings.

• A definitive agreement was reached for the company to be acquired by Global Infrastructure Partners, EQT Infrastructure VI, CalPERS, and Qatar Investment Authority for $15.00 per share in cash, pending shareholder and regulatory approval, expected to close late 2026 or early 2027.

• The company emphasizes safety, high standards, and collaboration as core values, and has received multiple recognitions for ESG and workplace excellence.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors for one-year terms, (2) advisory approval of executive compensation, (3) ratification of Ernst & Young LLP as auditor for 2026, and (4) a non-binding proposal to lower the threshold for shareholders to call a special meeting from 25% to 10%.

• The board recommends voting for all director nominees, for executive compensation and auditor ratification, and against the shareholder proposal to lower the special meeting threshold.

Board of directors and corporate governance

• The board is majority independent, with separate CEO and chair roles, annual director elections, and no supermajority voting provisions.

• Directors are subject to term limits, stock ownership requirements, and overboarding policies; average tenure is 7.1 years, with 44% gender and racial/ethnic diversity.

• Five standing committees (Audit, Compensation, Finance, Governance, Innovation & Technology) are chaired by independent directors.

• The board conducts annual self-evaluations and succession planning, and engages regularly with shareholders.