THE AES CORPORATION | Right of Shareholders to Call Special Meetings at THE AES CORPORATION

Status
Filed
Previous AGM date
Resolution details
Company ticker
AES
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Utilities
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.
Supporting statement
There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting and no requirement that most such shareholders be record holders. This proposal includes that AES incorporates this right in its bylaws and that such bylaws be published on the AES website for easy access. It is reasonable that 10% of shares have this right because there is almost no shareholders of any company anywhere using this right at the 25% stock ownership mark. There may have been tens of thousands of consecutive shareholder meetings at the 3000 largest companies, where 25% of shares had this right, yet no shareholders made use of this right. To guard against the AES Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when AES underperforms. Now could be a ripe time for this proposal since AES stock was at $29 in 2021 and fell to only $14 in late 2025 despite a robust stock market. Plus challenging news reports regarding AES emerged in 2025. AES Indiana's proposed rate settlement faced significant criticism and formal opposition from consumer advocacy groups, including the Citizens Action Coalition and the Indiana Utility Consumer Counselor. Opponents argued the proposed rate increase was inflated and unnecessary, with the City-County Council unanimously passing a symbolic resolution asking the company to withdraw its plan. AES reported long-term debt of $26 billion, which analysts said could limit AES?s ability to fund operations and growth plans. This heavy debt also made its EV/EBITDA (Enterprise Value to EBITDA) valuation metric look "stretched" compared to peers. This high leverage was weighing on profitability. AES stock experienced significant volatility throughout 2025. A rumored takeover bid by BlackRock led to stock swings and analyst debates, with some expressing caution about the stock's near-term performance. Consumer advocates expressed concern that such a purchase would likely drive up rates and reduce local control over the utility.

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