Aes Corp

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Approve and adopt the Agreement and Plan of Merger dated March 1, 2026 and the transactions contemplated thereby, including the merger of Merger Sub into the Company, under which holders of Company common stock will receive $15.00 per share in cash.

   More detail

   The Merger Proposal asks holders of Company common stock to approve and adopt the Agreement and Plan of Merger dated March 1, 2026, pursuant to which Horizon Merger Sub, Inc. will merge with and into the Company and each outstanding share (other than dissenting or treasury shares) will be converted into the right to receive $15.00 in cash. Management is seeking shareholder approval because stockholder consent is a closing condition in the Merger Agreement and without it the Merger cannot be completed; the vote is therefore dispositive. The Board unanimously recommends a vote FOR, having reviewed management projections, fairness opinions from J.P. Morgan and Wells Fargo, and strategic alternatives, and concluded the Merger Consideration represents a meaningful premium versus pre‑rumor trading levels. The transaction will result in delisting and deregistration of Company common stock and the loss of public equity participation for current stockholders; appraisal rights under Delaware law are available to holders who timely comply with statutory procedures. The Merger Agreement contains typical covenants and closing conditions, including regulatory approvals (FERC, PUCO, NYSPSC, HSR/antitrust and CFIUS filings where applicable) and financing commitments from Sponsors and lenders, and includes non‑solicitation and termination fee provisions that limit the Company’s ability to solicit superior offers. The Board considered risks including regulatory clearance uncertainty, potential litigation, interim restrictions on business actions, and the fact that approval of certain compensation arrangements is advisory only. Management has described how equity awards will be treated (cash outs or assumption/adjustment), and the Company provided disclosure of management and director interests (e.g., potential severance and indemnification protections). Overall, the Board concluded the all‑cash transaction, the demonstrated premium and the certainty of value to stockholders outweigh the risks of foregoing future public ownership, and recommends approval.

2. 2

   Merger‑Related Compensation Proposal

   ManagementBoard: FOR

   Non‑binding, advisory vote to approve compensation that will or may become payable to the Company’s named executive officers in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S‑K.

   More detail

   This proposal is an advisory (non‑binding) stockholder vote required by Section 14A of the Exchange Act to give stockholders an opportunity to approve compensation that will or may become payable to the Company’s named executive officers in connection with the Merger. Management has disclosed the amounts and types of payments and benefits in the proxy (including potential severance, accelerated equity vesting or cash‑out treatments and other merger‑related payments) in the section titled “Interests of the Company’s Directors and Executive Officers in the Merger.” The Board unanimously recommends a vote FOR the advisory resolution to provide stockholder feedback and to affirm the Board’s oversight of executive compensation practices. Importantly, the vote is advisory only and not a condition to closing; the underlying contractual arrangements and plans govern payment and will remain effective regardless of the advisory vote outcome. The Board’s support reflects its view that disclosure around NEO payments is appropriate and that shareholders should have the opportunity to express a view, even though the Company and its executives may receive merger‑related payments that are already contractually provided. The proposal therefore functions as a governance transparency and accountability mechanism rather than a determinative restraint on compensation. Given the non‑binding nature, management’s rationale emphasizes disclosure and stockholder engagement while noting that contractual entitlements will be paid if the Merger closes.

3. 3

   Special Meeting Adjournment Proposal

   ManagementBoard: FOR

   Authorize the Board to adjourn the Special Meeting one or more times, if necessary or appropriate, to solicit additional proxies to obtain approval of the Merger or to establish a quorum.

   More detail

   This proposal would grant the Board the authority to adjourn the Special Meeting one or more times to a later date to permit additional solicitation of proxies if there are insufficient votes to approve the Merger or if a quorum is not present. Management seeks this authorization as a procedural safeguard: it allows the Company to extend the meeting rather than proceed to a potentially failed vote, enabling targeted outreach to shareholders (including those who previously voted against) to present additional information or persuasion. Approval requires a majority of the voting power present at the Special Meeting and, if granted, could materially extend the timetable for obtaining stockholder approval. The Board recommends FOR the proposal because it preserves flexibility to secure an authoritative stockholder decision and thereby helps protect the interests of all stockholders by avoiding an immediate failed vote that could preclude the Merger. While adjournment authority could be seen as enabling continued solicitation after an initial adverse vote, the Merger Agreement and proxy materials disclose this possibility and the Board has represented it will not call a vote on adjournment if the Merger Proposal is already approved. The practical effect is to balance the Board’s fiduciary duty to seek approval for a transaction it believes is in stockholders’ best interests against the need for open and fair solicitation of shareholder votes.

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When is the Aes Corp 2026 special meeting?

Aes Corp (AES) holds its 2026 special shareholder meeting on Friday, June 26, 2026.

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

The record date for the Aes Corp 2026 meeting is Tuesday, May 5, 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 10 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 3 proposals at the Aes Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.