Aes Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of nine director nominees to serve one-year terms until the 2027 annual meeting.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy statement.

   More detail

   This management proposal requests an advisory approval of the Company’s executive compensation, as detailed in the Compensation Discussion and Analysis, tables, and narrative. Management is seeking shareholder endorsement to validate its compensation policies and pay-for-performance philosophy. The Compensation Committee designed incentive metrics (safety, financials, green growth, new business models) with a heavy weighting on performance-based long-term incentives (PSUs and PCUs) and incorporated risk mitigators, clawback policy, stock ownership guidelines, and severance limits to align management and shareholder interests. The board recommends a vote "FOR," citing robust governance, independent oversight, and prior strong say-on-pay votes. The advisory vote is non-binding, but the board will consider significant negative votes in future compensation decisions. The proposal should be assessed in context of AES’ recent performance: strong operational achievements in 2025 including 4.0 GW of renewables signed, robust Parent Free Cash Flow, but multi-year TSR underperformance and a pending acquisition agreement that may affect future governance and alignment. Potential concerns include the 2023-2025 PCUs paying out 0% due to TSR underperformance and the CEO’s compensation adjustments, including elimination of RSUs and a 30% reduction in LTC at his request. Shareholders should weigh the Company’s demonstrated pay-for-performance design and governance structures against realized TSR outcomes and the impacts of the announced transaction and restatements on compensation outcomes.

3. 3

   Ratification of Ernst & Young LLP as Independent Auditor for Fiscal Year 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of EY as the Company’s independent registered public accounting firm for 2026.

4. 4

   Stockholder Proposal: Give Shareholders a Reasonable Ability to Call for a Special Shareholder Meeting

   Shareholder — John CheveddenBoard: AGAINST

   Non-binding shareholder proposal asking AES to amend its governing documents to allow shareholders holding 10% (or the lowest percentage permitted by law) to call a special meeting; proponent: John Chevedden.

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When is the Aes Corp 2026 annual meeting?

Aes Corp (AES) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.

What is the record date for the Aes Corp 2026 meeting?

The record date for the Aes Corp 2026 meeting is Thursday, March 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Aes Corp's 2026 meeting?

The board is presenting 9 director nominees at the Aes Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Aes Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Aes Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.