AES CORP (AES)
Sector: Utilities
2026 Annual Meeting Analysis
AES CORP · Meeting: April 29, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Davidson has served since 2019, giving her full tenure overlap with AES's severe 3-year stock decline of -30.4% versus the S&P 500 (^GSPC — S&P 500) gain of 62.5%, a gap of -92.9 percentage points that far exceeds the 30-percentage-point trigger threshold for companies with negative absolute TSR. The 5-year return of -34.4% versus the S&P 500 (^GSPC — S&P 500) is also deeply negative and does not provide a mitigating long-term track record, so the vote remains AGAINST.
Gluski has served as a director since 2011 and as CEO throughout the underperformance period; AES's 3-year stock return of -30.4% lags the S&P 500 (^GSPC — S&P 500) by -92.9 percentage points, far exceeding the 30-percentage-point trigger, and the 5-year return of -34.4% provides no long-term offset. Per policy, executive directors are subject to the same TSR trigger as all other directors, and this vote is separate from the Say on Pay determination.
Koeppel has served since 2015 and has full tenure overlap with AES's 3-year stock decline of -30.4% versus the S&P 500 (^GSPC — S&P 500) gain of 62.5%, a -92.9 percentage point gap that exceeds the 30-percentage-point trigger, and the 5-year return of -34.4% does not provide a mitigating long-term track record.
Laulis has served since 2020 and her tenure fully overlaps the 3-year underperformance period during which AES fell -30.4% while the S&P 500 (^GSPC — S&P 500) rose 62.5%, a gap of -92.9 percentage points well above the 30-percentage-point trigger, and the 5-year return of -34.4% does not mitigate the concern.
Monié has served since 2017 and has full tenure overlap with AES's 3-year stock decline of -30.4% versus the S&P 500 (^GSPC — S&P 500) gain of 62.5%, a -92.9 percentage point gap far exceeding the 30-percentage-point trigger, and the 5-year return of -34.4% provides no long-term mitigant.
Naím has served since 2013 and his long tenure fully overlaps the 3-year underperformance period during which AES declined -30.4% against the S&P 500 (^GSPC — S&P 500) gain of 62.5%, a -92.9 percentage point gap far above the 30-percentage-point trigger, and the 5-year return of -34.4% does not provide a mitigating long-term track record.
Sebastian has served since 2021 and her tenure overlaps the full 3-year underperformance period during which AES fell -30.4% while the S&P 500 (^GSPC — S&P 500) gained 62.5%, a -92.9 percentage point gap exceeding the 30-percentage-point trigger, and the 5-year return of -34.4% does not mitigate the concern.
For Analysis
Anderson joined in 2023, which is within 24 months of the meeting date, making him exempt from the TSR underperformance trigger under the new-director exemption.
Bhandari joined in 2024, well within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply to him.
Of the nine director nominees, two (Anderson, joined 2023; Bhandari, joined 2024) qualify for the 24-month new-director exemption and receive a FOR vote. The remaining seven directors — including the CEO — have tenure that meaningfully overlaps AES's severe stock underperformance: the company's 3-year return of -30.4% trails the S&P 500 (^GSPC — S&P 500) by -92.9 percentage points, far exceeding the 30-percentage-point trigger for companies with negative absolute TSR, and the 5-year return of -34.4% provides no long-term mitigant. Those seven nominees receive an AGAINST vote.
Say on Pay
✓ FORCEO
Andrés Gluski
Total Comp
$9,153,896
Prior Support
84%%
The prior Say on Pay vote received 84% support, well above the 70% threshold that would require remediation, and the company has continued to make shareholder-responsive adjustments including a voluntary 30% reduction in the CEO's long-term incentive award and elimination of all time-based restricted stock for the CEO, making his pay 100% performance-based. CEO total compensation of approximately $9.15 million reflects these reductions and is consistent with a mid-to-large cap utility company of AES's revenue scale. Critically, the pay-for-performance structure is working as intended: the performance cash awards tied to relative total stock return paid out at 0% for the 2023-2025 cycle because AES ranked in the bottom quartile of its benchmarks, directly aligning executive outcomes with the poor shareholder experience, which satisfies the incentive alignment test under the policy.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$17,110,000
Non-Audit Fees
$420,000
Non-audit fees (Audit Related Fees of $0.38M plus Tax Fees of $0.02M plus All Other Fees of $0.02M, totaling approximately $0.42M) represent roughly 2.5% of Audit Fees of $17.11M, well below the 50% threshold that would raise independence concerns. EY's tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy. No material audit failures were identified in connection with the previously disclosed restatement, which related to a company estimation error rather than an audit deficiency. EY is a Big 4 firm appropriate for a company of AES's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Give Shareholders a Reasonable Ability to Call for a Special Shareholder Meeting
John Chevedden is a well-recognized individual governance activist with a long track record of credible, shareholder-focused structural proposals, and this ask — lowering the threshold to call a special meeting from 25% to 10% — is a mainstream governance improvement that gives ordinary shareholders a more practical ability to hold the board accountable between annual meetings. The company's existing 25% threshold is effectively out of reach for most shareholders given that the stock has fallen from roughly $29 in 2021 to $14 today, and the severe underperformance documented in this analysis reinforces the case for shareholders having stronger tools to engage the board. While the board argues the 25% threshold is market-standard, the policy favors governance proposals that genuinely expand shareholder rights, and reducing the threshold to 10% would make the special meeting right a real rather than theoretical protection.
Overall Assessment
The 2026 AES annual meeting ballot features significant governance concerns driven by AES's stock declining approximately 30% over three years while the S&P 500 gained over 62%, resulting in AGAINST votes for seven of nine director nominees who have meaningful tenure overlap with the underperformance period. The Say on Pay vote earns a FOR because the company's pay-for-performance structure functioned correctly — performance-linked awards paid zero for the 2023-2025 cycle due to poor stock returns — while a FOR vote is also warranted on the shareholder proposal to lower the special meeting threshold from 25% to 10%, given the credibility of the filer and the value of stronger accountability tools given recent performance.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing