Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure · Other Events
Item 5.07. Submission of Matters to a Vote of Security Holders. The AES Corporation (the “Company” or “AES”) held a special meeting of stockholders on June 26, 2026 (the “Special Meeting”).…
Filed Jun 26, 2026Accepted Jun 26, 2026, 4:12 PM EDTCIK 874761Accession 0001140361-26-026562
The AES Corporation (NYSE: AES) is a Fortune 500 global energy company accelerating the future of energy. Together with our many stakeholders, we’re improving lives by delivering the greener, smarter energy solutions the world needs. Our diverse workforce is committed to continuous innovation and operational excellence, while partnering with our customers on their strategic energy transitions and continuing to meet their energy needs today.
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
The AES Corporation (the “Company” or “AES”) held a special meeting of stockholders on June 26, 2026 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders were asked to vote on three
proposals related to the Agreement and Plan of Merger, dated as of March 1, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Horizon Parent,
L.P., a Delaware limited partnership (“Parent”), and Horizon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger
Sub”), each of which is described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”)
and first mailed to stockholders on or about May 15, 2026 (the “Definitive Proxy Statement”). The Merger Agreement provides that, among other things, on the terms and subject to the
conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”).
At the Special Meeting, an aggregate of 489,710,776 shares, or 68.66% of the Company’s issued and outstanding common stock, par value
$0.01 per share (the “Common Stock”), as of May 5, 2026, the record date for the Special Meeting, was represented in person (by Internet) or by proxy, constituting a quorum. The final
results of voting at the Special Meeting on the matters submitted to a vote of the Company’s stockholders thereat, which results were made available to the Company on June 26, 2026, are as set forth below.
Proposal 1 – Merger Proposal
The Company’s stockholders
For Against Abstain
────────────────────────────────────────────
479,072,642 10,131,991 506,143
Proposal 2 – Merger-Related Compensation Proposal
The Company’s stockholders approved, on a nonbinding, advisory basis, the compensation that will or may become payable by the Company to its named executive
officers in connection with the Merger, by the following vote:
For Against Abstain
──────────────────────────────────────────────
468,049,756 18,201,141 3,459,879
Proposal 3 – Special Meeting Adjournment Proposal
In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve any motion to adjourn the Special Meeting,
if such proposal was called at the Special Meeting, including to solicit additional proxies in favor of the Merger Proposal if there were insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a
quorum (the “Special Meeting Adjournment Proposal”). As a quorum was present and there were sufficient votes to approve the Merger Proposal, the Special Meeting Adjournment Proposal was
unnecessary and the vote on the Special Meeting Adjournment Proposal was not determined.
Additional information in respect of the Special Meeting, the proposals described above, and the Merger is set forth in the Definitive
Proxy Statement.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On June 26, 2026, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting. A copy of the press release has been furnished as Exhibit 99.1 hereto. References
and links to websites and other information contained in the press release are not provided as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a part of, this
Current Report on Form 8-K.
2
The information furnished in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
The Merger is conditioned on, among
other things, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), relating to the
consummation of the Merger. At 11:59 p.m. Eastern Time on June 22, 2026, the waiting period under the HSR Act expired with respect to the Merger. Pursuant to the terms of the
Merger Agreement, the completion of the Merger remains subject to various additional conditions, including the receipt of all required regulatory approvals.
Filed exhibits (1)
EX-99.1 (by filename) ef20076870_ex99-1.htm
EX-99.1
2
ef20076870_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Press Release
Investor Contact: Max Trask 571-217-3249, max.trask@aes.com
Media Contact: Amy Ackerman 703-682-6399, amy.ackerman@aes.com
AES Stockholders Approve Acquisition by Global Infrastructure Partners and EQT-Led Consortium
ARLINGTON, Va., June 26, 2026 - The AES Corporation (the “Company” or “AES”) (NYSE: AES) today announced that its stockholders voted to approve the Company’s previously announced acquisition by Global Infrastructure Partners (“GIP”), a part of BlackRock, and
the EQT Infrastructure VI fund (“EQT”), along with co-underwriters California Public Employees’ Retirement System (“CalPERS”) and Qatar Investment Authority (“QIA”) (collectively “the Consortium”), at the Company’s Meeting of Stockholders held
earlier today.
As previously announced, under the terms of the merger agreement the Consortium will acquire all outstanding common shares of AES for $15.00 per share in cash, representing
a total equity value of approximately $10.7 billion and an enterprise value of approximately $33.4 billion, including the assumption of existing debt1.
“We are grateful for the strong support from our stockhol…