AES CORP (AES)
Sector: Utilities
2026 Annual Meeting Analysis
AES CORP · Meeting: April 29, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Davidson has served since 2019, meaning her tenure fully covers the 3-year underperformance period. AES's 3-year stock return is -30.4% (negative absolute TSR), while the S&P 500 (^GSPC — S&P 500) returned +62.5% over the same period — a gap of -92.9 percentage points, far exceeding the 30-percentage-point trigger threshold for directors at companies with negative absolute 3-year returns. The 5-year TSR check does not provide a mitigant: AES's 5-year return is -34.4% against what would also be a strongly positive S&P 500 (^GSPC — S&P 500) 5-year return, confirming sustained rather than transient underperformance, so the 5-year mitigant does not apply and the AGAINST vote stands.
Gluski has served as a director since 2011 and as CEO throughout the underperformance period; per policy, executive directors are subject to the same TSR trigger as all other directors, independent of the Say on Pay vote. AES's 3-year return of -30.4% versus the S&P 500 (^GSPC — S&P 500) return of +62.5% produces a -92.9 percentage point gap, well above the 30-percentage-point threshold for negative absolute TSR. The 5-year return of -34.4% confirms sustained underperformance, so the 5-year mitigant does not apply.
Koeppel has served since 2015, fully covering the underperformance period; AES'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 negative absolute TSR, and the 5-year return of -34.4% confirms this is sustained underperformance rather than a temporary trough.
Laulis joined in 2020, giving her tenure that fully overlaps with the 3-year underperformance period; the -92.9 percentage point gap versus the S&P 500 (^GSPC — S&P 500) far exceeds the 30-percentage-point trigger threshold, and the 5-year return of -34.4% confirms sustained underperformance with no mitigant available.
Monié has served since 2017, with tenure fully overlapping the 3-year underperformance window; AES's -92.9 percentage point gap versus the S&P 500 (^GSPC — S&P 500) on a negative absolute 3-year return triggers a AGAINST vote, and the 5-year return of -34.4% confirms sustained underperformance.
Naím has served since 2013, fully covering the underperformance period; the -92.9 percentage point 3-year return gap versus the S&P 500 (^GSPC — S&P 500) far exceeds the 30-percentage-point trigger, and the 5-year return of -34.4% confirms this is not a transient trough.
Sebastian joined in 2021, giving her tenure that meaningfully overlaps with the 3-year underperformance period (more than 24 months and more than half the period); AES's -92.9 percentage point gap versus the S&P 500 (^GSPC — S&P 500) on a negative absolute 3-year TSR triggers the AGAINST vote, and the 5-year data confirms sustained underperformance.
For Analysis
Anderson joined in 2023 (less than 24 months before the meeting), placing him within the new-director exemption from the TSR underperformance trigger, and no other disqualifying factors apply.
Bhandari joined in 2024 (less than 24 months before the meeting), placing him within the new-director exemption from the TSR underperformance trigger, and no other disqualifying factors apply.
Of the nine director nominees, seven receive an AGAINST vote due to AES's severe sustained 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 beyond the 30-percentage-point trigger threshold applicable when absolute TSR is negative — and the 5-year return of -34.4% confirms this is not a temporary dip. Two newly appointed directors (Anderson, 2023; Bhandari, 2024) are exempt from the TSR trigger under the 24-month new-director exemption and receive FOR votes. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✗ AGAINSTCEO
Andrés Gluski
Total Comp
$9,153,896
Prior Support
84%%
AES's CEO received total compensation of approximately $9.2 million in 2025. While the prior Say on Pay vote cleared 84% (well above the 70% threshold requiring response), the pay-for-performance alignment check raises a concern: variable and incentive pay was above benchmark levels while AES's stock delivered a -30.4% return over three years versus the S&P 500 (^GSPC — S&P 500) at +62.5% — a gap of -92.9 percentage points, far exceeding the 20-percentage-point underperformance threshold that triggers a No vote on variable pay alignment. Although the company took meaningful steps (the CEO voluntarily reduced his long-term incentive award by 30%, eliminated time-based stock awards from his package, and took no salary increase since 2021), and the PCUs tied to relative stock performance correctly paid out at zero, the annual bonus payout of 138% of target and the PSUs paying out at 200% of target represent above-benchmark incentive pay earned during a period of severe shareholder value destruction, which is not aligned with shareholder experience over the measurement period.
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 + Tax Fees of $0.02M + All Other Fees of $0.02M = $0.42M) represent approximately 2.5% of audit fees ($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, and no material audit failures linked to the restatement were identified — the proxy confirms the restatement did not affect incentive compensation and was driven by incomplete data in an impairment estimate rather than an audit failure.
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-known individual governance activist with a long track record of filing shareholder rights proposals — a credible filer whose proposals deserve evaluation on their merits. Lowering the special meeting threshold from 25% to 10% is a mainstream governance improvement: it gives ordinary shareholders a meaningful voice between annual meetings, which is especially important here given that AES's stock has fallen dramatically (from around $29 in 2021 to approximately $14 in late 2025) while the broader market soared. The company's argument that 25% is market-standard is partially valid, but the existence of shareholder written consent rights and other governance features does not substitute for a lower special meeting threshold, and the company's severe underperformance relative to the S&P 500 (^GSPC — S&P 500) makes the ability to convene shareholders on urgent matters more — not less — important to protect shareholder interests.
Overall Assessment
This ballot presents significant governance concerns at AES: seven of nine director nominees receive AGAINST votes due to the company's severe sustained stock underperformance (-30.4% over three years versus the S&P 500's +62.5%), and the Say on Pay vote also warrants an AGAINST given the misalignment between above-benchmark incentive payouts and shareholder experience during the same period. The auditor ratification passes cleanly, and the Chevedden special meeting proposal earns a FOR given the credible filer, the meaningful governance improvement it represents, and the urgency created by AES's dramatic stock decline.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing