UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2012
THE AES CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 001-12291 | 54-1163725 | ||
| (State or other jurisdiction of incorporation) |
Commission File Number |
(IRS Employer Identification No.) | ||
| 4300 Wilson Boulevard, Suite 1100 Arlington, Virginia |
22203 | |||
| (Address of principal executive offices) | (Zip code) | |||
(703) 522-1315
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 18, 2012, Samuel W. Bodman, III resigned from the Board of Directors (the “Board”) of The AES Corporation (the “Company”) effective immediately following the Annual Meeting of Stockholders held on April 19, 2012 (the “Annual Meeting”). In connection with the resignation, the Board approved a reduction in the size of the Board to eleven directors.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 19, 2012, the Company held its Annual Meeting in Arlington, Virginia.
The results of the matters voted on at the Annual Meeting are provided below.
Proposal 1: The election of eleven directors to hold office for a one-year term expiring at the annual meeting in 2013 and until their respective successors are elected and qualified:
| Director Name |
For | Withhold/ Against |
Broker Non-Votes |
|||||||||
| Andres R. Gluski |
650,777,304 | 2,089,709 | 31,144,336 | |||||||||
| Zhang Guo Bao |
648,200,759 | 4,666,254 | 31,144,336 | |||||||||
| Kristina M. Johnson |
642,354,990 | 10,512,023 | 31,144,336 | |||||||||
| Tarun Khanna |
648,316,712 | 4,550,301 | 31,144,336 | |||||||||
| John A. Koskinen |
643,040,444 | 9,826,569 | 31,144,336 | |||||||||
| Philip Lader |
639,155,671 | 13,711,342 | 31,144,336 | |||||||||
| Sandra O. Moose |
636,049,841 | 16,817,171 | 31,144,336 | |||||||||
| John B. Morse, Jr. |
648,382,937 | 4,484,076 | 31,144,336 | |||||||||
| Philip A. Odeen |
642,612,092 | 10,254,921 | 31,144,336 | |||||||||
| Charles O. Rossotti |
606,834,776 | 46,032,237 | 31,144,336 | |||||||||
| Sven Sandstrom |
648,220,970 | 4,646,043 | 31,144,336 | |||||||||
There were no abstentions in Proposal 1.
Proposal 2: The ratification of Ernst & Young LLP as AES’ Independent Registered Public Accounting Firm for the year 2012.
| For: |
557,852,836 | |||
| Against: |
525,125 | |||
| Abstained: |
164,599 | |||
| Broker Non-Votes: |
0 |
Proposal 3: The consideration of a (non-binding) advisory vote on executive compensation.
| For: |
630,779,284 | |||||
| Against: |
17,409,720 | |||||
| Abstained: |
4,676,834 | |||||
| Broker Non-Votes: |
31,145,512 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE AES CORPORATION (Registrant) | ||||||
| Date: April 20, 2012 | By: | /s/ Victoria D. Harker | ||||
| Victoria D. Harker | ||||||
| Executive Vice President and Chief Financial Officer | ||||||