0001214659-18-002085.txt : 20180313 0001214659-18-002085.hdr.sgml : 20180313 20180313152153 ACCESSION NUMBER: 0001214659-18-002085 CONFORMED SUBMISSION TYPE: PX14A6G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180313 DATE AS OF CHANGE: 20180313 EFFECTIVENESS DATE: 20180313 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AES CORP CENTRAL INDEX KEY: 0000874761 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 541163725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PX14A6G SEC ACT: 1934 Act SEC FILE NUMBER: 001-12291 FILM NUMBER: 18686303 BUSINESS ADDRESS: STREET 1: 4300 WILSON BOULEVARD CITY: ARLINGTON STATE: VA ZIP: 22203 BUSINESS PHONE: 7035221315 MAIL ADDRESS: STREET 1: 4300 WILSON BOULEVARD CITY: ARLINGTON STATE: VA ZIP: 22203 FORMER COMPANY: FORMER CONFORMED NAME: AES CORPORATION DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Chevedden John CENTRAL INDEX KEY: 0001734335 FILING VALUES: FORM TYPE: PX14A6G MAIL ADDRESS: STREET 1: 2215 NELSON AVE., NO. 205 CITY: REDONDO BEACH STATE: CA ZIP: 90278 PX14A6G 1 d313184px14a6g.htm
Shareholder Memo

There are at least 2 reasons to vote against item 4:
4. To ratify the Special Meeting Provisions in the Company’s By-Laws.
In other words to ratify the status quo for 25% of shares to have the right to call a special meeting.

AES management belatedly cooked up this ratification proposal after the shareholder proposal was submitted. Item 4 was designed to prevent shareholders from voting on a 2018 shareholder proposal asking that 10% of shares have the right to call a special meeting.

This is the AES Corporation no action request to eliminate the shareholder proposal from the 2018 proxy:
The AES Corporation (December 19, 2017)
https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2017/johncheveddenaes121917-14a8.pdf

It is an advantage for shareholders to have an ownership threshold of 10%. AES previously adopted an ownership threshold of 25% – which can mean that more than 50% of shareholders must be contacted during a short window of time to simply call a special meeting. Plus many shareholders, in favor of a special meeting, can make a small technical error that will disqualify them from being counted to make up the 10% threshold.

Thus the first reason to vote against item 4 is to express preference to lower the ownership threshold to less than the unrealistically high 25%.

The second reason is to send a message to management that a one-sided management ratification proposal to simply ratify the status quo is no substitute for a shareholder proposal to give shareholders a choice on another option.

If the shareholder proposal had been published in the 2018 proxy AES management could oppose the shareholder proposal with 3 or more times the number of words in the shareholder proposal.

With the ratification proposal replacing the shareholder proposal shareholders can only read the one-sided proxy text that is 100% in support of the management status quo position.

It is an advantage for shareholders to have a choice.
 
Vote against item 4.

John Chevedden
AES shareholder since 2013