The AES Corporation (AES)
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EGM 2026

Jun 26, 2026

Summary

Stockholders approved the merger with GIP and EQT Consortium and related executive compensation. The meeting was held virtually, with all legal and procedural requirements met, and final voting results will be reported on Form 8-K.

Operator

Thank you for standing by, welcome to The AES Corporation meeting. I will now turn the call over to Paul Freedman.

Paul Freedman
EVP, General Counsel, and Corporate Secretary, AES

Good morning, fellow stockholders, welcome to this special meeting of AES stockholders. Thank you for joining us. I'm Paul Freedman, AES Executive Vice President, General Counsel, and Corporate Secretary. With me today are Andrés Gluski, Chairman of the Board and Chief Executive Officer, members of the Board of Directors, members of the AES leadership team, and a representative of Carideo Group and Broadridge Financial Solutions, who is acting as the Inspector of Election for this meeting. I will serve as Secretary of the meeting, Andrés Gluski will chair the meeting. I will now turn it over to Andrés for some opening remarks.

Andrés Gluski
Chairman and CEO, AES

Thank you, Paul, good morning, AES stockholders. I am Andrés Gluski, AES Chairman and Chief Executive Officer. It is now 10:01 A.M. Eastern Time, I call the meeting to order. Thank you all for joining today's special meeting. On behalf of AES, we're very enthusiastic about our proposed merger with GIP and EQT Consortium. We believe this transaction maximizes value for existing stockholders and positions the company for long-term success as we continue delivering on our commitments to customers, communities, and people. We look forward to partnering with the consortium, which has expressed an appreciation for the value of AES' innovation, global reach, and diverse portfolio. We are holding this special meeting virtually to make the meeting accessible to a greater number of stockholders and to provide a consistent meeting experience to all participants, regardless of location.

While we are not expecting any issues, in the event of any technical difficulty during the meeting, we ask that you please stand by as we seek to resolve the issue. We will now conduct the formal business portion of our meeting as set forth in the notice of meeting and the proxy statement dated May 15th, 2026. I will now turn the meeting over to Paul as Secretary of the meeting to assist me in leading this part of the meeting.

Paul Freedman
EVP, General Counsel, and Corporate Secretary, AES

Thank you, Andrés. I would like to address the business and rules of conduct for this meeting. The business of this special meeting will be taken up as set forth in the agenda, a copy of which has been posted to the special meeting website. The rules of conduct for this meeting have also been posted to the website, including the fact that stockholders will not be permitted to submit questions at this meeting. In accordance with the general corporation law of the state of Delaware and the rules of the SEC, the notice of this meeting, together with the proxy statement, were mailed or made available beginning May 15th, 2026 to stockholders of record as of the close of business on our record date, May 5th, 2026. I have received an affidavit of distribution confirming that the notice of this meeting was provided to all such stockholders of record.

A copy of the affidavit of distribution will be filed with the minutes of this meeting. The amended and restated bylaws of the company also require that a certified list of all stockholders of record entitled to vote at this meeting be available for examination by any stockholder of record for a period of at least 10 days ending on the day before the date of this meeting at our principal place of business during regular business hours, and we have met this requirement by making the stockholder list available at our principal place of business since at least June 16th, 2026. As of the record date, there were 713,157,713 shares of AES common stock outstanding and entitled to vote at this meeting.

The amended and restated bylaws provide that the presence in person, by remote communication, or by proxy at the meeting of a majority of the shares entitled to vote shall constitute a quorum. Robert V. Johnson, a representative of Carideo Group and Broadridge Financial Solutions, has been appointed to act as Inspector of Elections for today's meeting. Mr. Johnson has taken the oath of Inspector of Election, and this oath will be filed with the minutes of this meeting. We have been informed by Mr. Johnson that the holders of more than a majority of the shares outstanding and entitled to vote as of the record date are present here today, either virtually or by proxy, constituting a quorum.

Andrés Gluski
Chairman and CEO, AES

Thank you, Paul. Legal notice of this meeting has been given and a quorum is present, the meeting is properly convened and may proceed. The time is 10:04 A.M. Eastern Time. I will open the polls for voting. The polls are now open and will close after the presentation of our business matters. Stockholders attending this meeting may vote their shares online now by clicking on the link provided. If you previously voted by proxy, you do not need to vote again unless you wish to change your vote. There are three business items on today's agenda. The first item of business to come before the special meeting is the proposal to approve and adopt the Agreement and Plan of Merger dated as of March 1st, 2026 by and among AES, Horizon Parent, L.P., and Horizon Merger Sub, Incorporated, and approve the transactions contemplated thereby.

We refer to this proposal as the Merger Agreement Proposal. The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote on the matter is required to approve the Merger Agreement Proposal. The second item of business to come before the special meeting is a non-binding advisory proposal to approve the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger. We refer to this proposal as the Merger-Related Compensation Proposal. The affirmative vote of the holders of a majority of the shares of our common stock entitled to vote at and represented in person or by proxy at the special meeting is required to approve the Merger-Related Compensation Proposal.

The third item of business to come before the special meeting is the proposal to approve any adjournment of the special meeting, if necessary, for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the Merger Agreement Proposal. We refer to this proposal as the Adjournment Proposal. The affirmative vote of the holders of a majority of the shares of our common stock entitled to vote at and represented in person or by proxy at the special meeting is required to approve the Adjournment Proposal. As disclosed in the proxy statement sent to our stockholders, the board of directors of AES has recommended that stockholders of the company vote in favor of the Merger Agreement Proposal, in favor of the Merger-Related Compensation Proposal, and in favor of the Adjournment Proposal.

Again, if you have previously voted by proxy, then there is no need to vote again at this meeting unless you wish to change your vote. I will briefly pause to allow stockholders to finish voting. If you are still voting, please finish, as I'm about to close the polls. I now declare the polls closed. The time is 10:08 A.M. Eastern Time. The electronic votes and proxies will be held in the records of the inspector of the election. I now ask Paul to present the preliminary results of the voting provided by the inspector of election.

Paul Freedman
EVP, General Counsel, and Corporate Secretary, AES

I've been informed by the inspector of election that the preliminary vote report shows that the Merger Agreement Proposal has been approved and the Merger-Related Compensation Proposal has been approved by the affirmative vote of at least a majority of the shares of AES common stock present in person, by remote communication, or represented by proxy at the special meeting and entitled to vote.

Andrés Gluski
Chairman and CEO, AES

Thank you. The preliminary results of the adjournment proposal are not necessary because the Merger Agreement Proposal has been approved. The inspector of elections will execute a certificate as to the final total number of votes cast on each of the matters considered at this meeting. I will direct that the certificate with the final vote results, when executed, be filed with the minutes of the meeting. After the final vote count is certified by the inspector of election, the final vote results will be reported on a Form 8-K filed with the SEC within four business days after this meeting and made available on AES' website. There being no further business to come before the meeting, I now adjourn this special meeting. Thank you all for joining us today. You may now disconnect.