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AES (NYSE: AES) investors approve board, pay; reject special meeting plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The AES Corporation reported results from its 2026 Annual Meeting of Stockholders, held virtually on April 29, 2026. Stockholders elected nine directors to one-year terms, with each nominee receiving substantially more votes "For" than "Against."

Stockholders approved, on an advisory basis, the Company’s executive compensation, with 475,793,626 votes in favor and 20,179,586 against. They also ratified the appointment of Ernst & Young LLP as independent auditor for fiscal year 2026 by a wide margin, with 560,408,498 votes "For." A non-binding stockholder proposal regarding the ability to call a special meeting did not pass, receiving 172,348,730 votes "For" and 322,918,277 "Against."

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Say-on-pay For votes 475,793,626 votes Advisory approval of executive compensation at 2026 annual meeting
Say-on-pay Against votes 20,179,586 votes Opposition to executive compensation proposal
Auditor ratification For votes 560,408,498 votes Ratification of Ernst & Young LLP for fiscal year 2026
Special meeting proposal For votes 172,348,730 votes Non-binding proposal on stockholder ability to call a special meeting
Special meeting proposal Against votes 322,918,277 votes Opposition to non-binding special meeting proposal
Example director support 489,144,636 For votes Election of director Alain Monié
Broker non-votes on director slate 71,601,507 votes Broker non-votes for each director election proposal
broker non-votes financial
"For | Against | Broker Non-Votes | Abstain"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"Approval, on an advisory basis, of the Company’s executive compensation."
independent auditor financial
"Ratification of the appointment of Ernst & Young LLP as the independent auditor of the Company"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
non-binding stockholder proposal financial
"A non-binding stockholder proposal regarding stockholder ability to call a special meeting."
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
Understanding 8-K Material Events →
0000874761FALSE00008747612026-04-292026-04-29


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________________________________________________________________
  
FORM 8-K
________________________________________________________________
  
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 29, 2026
  _____________________________________________________________________________________________________
THE AES CORPORATION
(Exact name of registrant as specified in its charter)
_________________________________________________________________________________________________________________
Delaware001-1229154-1163725
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

4300 Wilson Boulevard
Arlington, Virginia 22203
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:
(703) 522-1315
NOT APPLICABLE
(Former name or former address, if changed since last report)
 _________________________________________________________________________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareAESNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
_________________________________________________________________________________________________________________




Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 29, 2026, The AES Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. The final voting results for each of the matters voted on at the Annual Meeting are provided below.

Proposal 1: The election of nine directors, each to hold office for a one-year term expiring at the annual meeting of stockholders to be held in 2027.

Director Name
For
 
Against
Broker
Non-Votes
Abstain
Gerard M. Anderson
466,163,14230,428,27371,601,507782,449
Inderpal S. Bhandari
489,500,8836,687,22371,601,5071,185,758
Janet G. Davidson
489,000,1587,624,12271,601,507749,584
Andrés R. Gluski
488,185,1698,373,99071,601,507814,705
Holly K. Koeppel
480,112,13116,523,86571,601,507737,868
Julie M. Laulis
488,112,8228,458,90471,601,507802,138
Alain Monié
489,144,6367,441,65471,601,507787,574
Moisés Naím
482,278,73814,291,60171,601,507803,414
Teresa M. Sebastian
484,373,30312,213,32171,601,507787,202

Proposal 2: Approval, on an advisory basis, of the Company’s executive compensation.
For:
475,793,626
Against:
20,179,586
Abstain:
1,400,652
Broker Non-Votes:
71,601,507

Proposal 3: Ratification of the appointment of Ernst & Young LLP as the independent auditor of the Company for fiscal year 2026.
For:
560,408,498
Against:
7,791,622
Abstain:
775,251
Broker Non-Votes:
0

Proposal 4: A non-binding stockholder proposal regarding stockholder ability to call a special meeting.
For:
172,348,730
Against:
322,918,277
Abstain:
2,106,857
Broker Non-Votes:
71,601,507





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.
 
THE AES CORPORATION
Date:April 30, 2026By:/s/ Paul L. Freedman
Name:Paul L. Freedman
Title:Executive Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did AES (AES) shareholders decide about the board of directors at the 2026 annual meeting?

Shareholders elected nine directors to one-year terms, each receiving significantly more votes "For" than "Against." Broker non-votes were recorded but did not affect outcomes, confirming the existing board slate for another year.

How did AES (AES) shareholders vote on executive compensation at the 2026 meeting?

Shareholders approved AES’s executive compensation on an advisory basis, with 475,793,626 votes "For" and 20,179,586 "Against." There were 1,400,652 abstentions and 71,601,507 broker non-votes, indicating broad support for the current pay programs.

Was Ernst & Young LLP ratified as AES (AES) auditor for fiscal 2026?

Yes. Shareholders ratified Ernst & Young LLP as AES’s independent auditor for fiscal year 2026, with 560,408,498 votes "For," 7,791,622 "Against," and 775,251 abstentions. There were no broker non-votes on this proposal.

What happened to the AES (AES) stockholder proposal on calling special meetings?

The non-binding stockholder proposal on the ability to call a special meeting did not pass. It received 172,348,730 votes "For," 322,918,277 "Against," 2,106,857 abstentions, and 71,601,507 broker non-votes, indicating insufficient support for the change.

Did any AES (AES) governance proposals face significant opposition at the 2026 meeting?

The primary governance item facing notable opposition was the stockholder proposal on special meetings, which saw 322,918,277 votes "Against" versus 172,348,730 "For." Director elections and say-on-pay both passed with substantial approval margins.

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