The AES Corporation (AES) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where shareholders will receive $15.00 per share in cash, representing a 35.5% premium over the unaffected closing price prior to market rumors of a sale.

• Upon completion, the company will be privately owned by a consortium led by Global Infrastructure Management, LLC and EQT Infrastructure VI, with other investors including CalPERS and QIA.

• The merger is subject to regulatory approvals and the affirmative vote of a majority of outstanding shares; if approved, shares will be delisted from the NYSE and deregistered.

• The board unanimously recommends voting FOR the merger, the merger-related compensation proposal, and any adjournment proposal.

• The transaction is expected to close in late 2026 or early 2027, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement, (2) a non-binding advisory vote on compensation for named executive officers in connection with the merger, and (3) a proposal to adjourn the meeting if necessary.

• Approval of the merger requires a majority of all outstanding shares; failure to vote or abstention has the same effect as a vote against.

• The merger-related compensation proposal is advisory and not a condition to closing.

• Appraisal rights are available for shareholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The board conducted a robust process, considering strategic alternatives and engaging with multiple potential buyers before recommending the merger.

• The board considered the premium offered, the company’s financial challenges, and the lack of other competitive proposals.

• Post-merger, current directors are expected to cease serving, and the surviving corporation will be governed by the new owners.