UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 21, 2022
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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 5.07 Submission of Matters to a Vote of Security Holders.
On April 21, 2022, The AES Corporation (the “Company”) held its 2022 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 eleven directors, each to hold office for a one-year term expiring at the annual meeting of stockholders to be held in 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Director Name | | For | | Against | | Broker
Non-Votes | | Abstain |
| Janet G. Davidson | | 569,732,340 | | 5,693,678 | | 24,630,427 | | 4,363,965 |
| Andrés R. Gluski | | 573,055,977 | | 2,347,895 | | 24,630,427 | | 4,386,111 |
| Tarun Khanna | | 560,118,144 | | 15,291,794 | | 24,630,427 | | 4,379,934 |
| Holly K. Koeppel | | 562,441,579 | | 12,990,180 | | 24,630,427 | | 4,358,224 |
| Julia M. Laulis | | 569,613,324 | | 5,810,295 | | 24,630,427 | | 4,366,364 |
| James H. Miller | | 571,135,232 | | 4,267,265 | | 24,630,427 | | 4,387,486 |
| Alain Monié | | 567,080,221 | | 8,320,331 | | 24,630,427 | | 4,389,431 |
| John B. Morse, Jr. | | 561,632,613 | | 13,712,934 | | 24,630,427 | | 4,444,436 |
Moisés Naím | | 571,088,181 | | 4,302,816 | | 24,630,427 | | 4,398,986 |
| Teresa M. Sebastian | | 572,735,802 | | 2,678,954 | | 24,630,427 | | 4,375,227 |
| Maura Shaughnessy | | 573,773,564 | | 1,654,940 | | 24,630,427 | | 4,361,479 |
Proposal 2: Approval, on an advisory basis, of the Company’s executive compensation.
| | | | | |
| For: | 549,500,568 |
| Against: | 23,881,857 |
| Abstain: | 6,407,162 |
| Broker Non-Votes: | 24,630,823 |
Proposal 3: Ratification of the appointment of Ernst & Young LLP as the independent auditor of the Company for fiscal year 2022.
| | | | | |
| For: | 596,140,190 |
| Against: | 3,853,054 |
| Abstain: | 4,427,166 |
| Broker Non-Votes: | 0 |
Proposal 4: Non-binding stockholder proposal to subject termination pay to stockholder approval.
| | | | | |
| For: | 254,892,975 |
| Against: | 319,723,183 |
| Abstain: | 5,173,429 |
| Broker Non-Votes: | 24,630,823 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
| 101 | Inline XBRL Document Set for the Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL |
| 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 22, 2022 | By: | /s/ Paul L. Freedman |
| | Name: | Paul L. Freedman |
| | Title: | Executive Vice President, General Counsel and Corporate Secretary |
