8-K
filed April 24, 2023, 7:59 PM ET
ticker AES
CIK 0000874761
other material
confidence high
sentiment neutral
materiality 0.30
AES Corp. amends bylaws for director removal; shareholders approve exec compensation, reject termination pay proposal
AES CORP
- Bylaws amended to allow director removal with or without cause by majority vote at special meeting.
- All ten director nominees elected with strong support (range ~559M to ~579M votes for).
- Advisory vote on executive compensation passed with 562M for vs 19M against.
- Non-binding proposal to subject termination pay to stockholder approval failed (68.9M for, 514.1M against).
- Ernst & Young LLP ratified as independent auditor for 2023 with 604.9M votes for.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AES CORP: Amendments to Amended and Restated Bylaws clarifying director removal with or without cause and other ministerial changes (effective 2023-04-20).
- Change
- bylaw amendment
- Effective
- 2023-04-20
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
AES CORP shareholders approved 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 at the 2023-04-20 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-04-20
Exact text from the filing
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 Na í m 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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
AES CORP shareholders rejected Proposal 5 : Non-binding stockholder proposal to subject termination pay to stockholder approval. at the 2023-04-20 meeting.
- Outcome
- failed
- Meeting
- 2023-04-20
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
AES CORP shareholders approved Proposal 4 : Ratification of the appointment of Ernst & Young LLP as the independent auditor of the Company for fiscal year 2023. at the 2023-04-20 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-04-20
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
AES CORP shareholders approved Proposal 3 : Approval, on an advisory basis, of the frequency of future advisory votes on the Company’s executive compensation. at the 2023-04-20 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-04-20
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
AES CORP shareholders approved Proposal 2 : Approval, on an advisory basis, of the Company’s executive compensation. at the 2023-04-20 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-04-20
Exact text from the filing
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
View on SEC.gov
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