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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 20, 2023
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THE AES CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-12291 | | 54-1163725 |
| (State or other jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 4300 Wilson Boulevard | | | | 22203 (Zip Code) |
Arlington, | | | | |
VA | | | | |
(Address of principal executive offices) | | | | |
Registrant’s telephone number, including area code:
(703) 522-1315
NOT APPLICABLE
(Former name or former address, if changed since last report)
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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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | AES | New York Stock Exchange |
| Corporate Units | AESC | New 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).
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. ☐
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 20, 2023, the Board of Directors (the “Board”) of The AES Corporation (the “Company”) approved certain amendments to the Company's Amended and Restated Bylaws (the “Bylaws”), including clarifying that a director may be removed with or without cause, at any time, by the affirmative vote of the holders of record of a majority of all the shares of capital stock entitled to vote at a special meeting of the stockholders called for such purpose and other ministerial amendments and related conforming changes (the “Amendments”). The Amendments became effective immediately upon adoption by the Board.
The foregoing description of the Bylaws is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 20, 2023, the Company held its 2023 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 ten directors, each to hold office for a one-year term expiring at the annual meeting of stockholders to be held in 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Director Name | | For | | Against | | Broker
Non-Votes | | Abstain |
Janet G. Davidson | | 577,195,011 | | 2,659,377 | | 25,325,445 | | 4,002,063 |
Andrés R. Gluski | | 577,429,201 | | 2,205,168 | | 25,325,445 | | 4,222,082 |
Tarun Khanna | | 568,455,066 | | 9,308,830 | | 25,325,445 | | 6,092,555 |
Holly K. Koeppel | | 559,255,440 | | 20,603,610 | | 25,325,445 | | 3,997,401 |
Julia M. Laulis | | 577,929,884 | | 1,924,724 | | 25,325,445 | | 4,001,843 |
Alain Monié | | 572,704,213 | | 6,926,000 | | 25,325,445 | | 4,226,238 |
John B. Morse, Jr. | | 568,943,552 | | 10,680,194 | | 25,325,445 | | 4,232,705 |
Moisés Naím | | 574,861,981 | | 4,453,895 | | 25,325,445 | | 4,450,575 |
Teresa M. Sebastian | | 577,173,950 | | 2,683,446 | | 25,325,445 | | 3,999,055 |
| Maura Shaughnessy | | 579,250,620 | | 600,673 | | 25,325,445 | | 4,005,158 |
Proposal 2: Approval, on an advisory basis, of the Company’s executive compensation.
| | | | | |
For: | 562,463,366 |
Against: | 19,431,004 |
Abstain: | 1,962,081 |
Broker Non-Votes: | 25,325,445 |
Proposal 3: Approval, on an advisory basis, of the frequency of future advisory votes on the Company’s executive compensation.
| | | | | |
One Year: | 578,459,083 |
Two Years: | 262,600 |
Three Years: | 4,866,624 |
Abstain: | 268,144 |
Broker Non-Votes: | 25,325,445 |
Following the Annual Meeting, the Board determined that the advisory vote on executive compensation would continue to be held every year until the next vote on the frequency of such advisory vote.
Proposal 4: Ratification of the appointment of Ernst & Young LLP as the independent auditor of the Company for fiscal year 2023.
| | | | | |
For: | 604,873,082 |
Against: | 4,088,671 |
Abstain: | 220,143 |
Broker Non-Votes: | 0 |
Proposal 5: Non-binding stockholder proposal to subject termination pay to stockholder approval.
| | | | | |
For: | 68,927,391 |
Against: | 514,089,950 |
Abstain: | 839,110 |
Broker Non-Votes: | 25,325,445 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
Exhibit No. | Description |
| 3.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 by the undersigned hereunto duly authorized.
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| | | |
| | | THE AES CORPORATION |
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| Date: | April 24, 2023 | By: | /s/ Paul L. Freedman |
| | Name: | Paul L. Freedman |
| | Title: | Executive Vice President, General Counsel and Corporate Secretary |