The AES Corporation (AES) Proxy filing summary

Executive summary

• A special meeting is scheduled for June 26, 2026, for shareholders to vote on a proposed merger with Horizon Parent, L.P., and Horizon Merger Sub, Inc., which would result in the company being acquired and taken private by a consortium led by Global Infrastructure Management, LLC and EQT Infrastructure VI fund, among others.

• Shareholders will receive $15.00 per share in cash, representing a 35.5% premium over the unaffected closing price and a 40.3% premium over the 30-day volume weighted average price prior to market rumors.

• Upon completion, shares will be delisted from the NYSE and deregistered under the Exchange Act; shareholders will no longer have an equity interest in the company.

• The transaction is subject to regulatory approvals and the affirmative vote of a majority of outstanding shares; the board unanimously recommends voting in favor.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the Merger Proposal, (2) a non-binding advisory vote on merger-related executive compensation, and (3) a proposal to adjourn the meeting if necessary.

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstention has the same effect as a vote against.

• The board and executive officers, holding 0.78% of shares, intend to vote in favor but are not contractually obligated.

• Appraisal rights are available for shareholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The board conducted a robust process, considering strategic alternatives, and determined the merger is in the best interest of shareholders.

• The board considered the premium, certainty of value, and challenges of remaining public, including capital needs and valuation issues.

• The board's recommendation is supported by fairness opinions from J.P. Morgan and Wells Fargo.