AES CORP

PREM14A 1 ny20067536x1_prem14a.htm PREM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 The AES Corporation (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ☐ Fee paid previously with preliminary materials. ☒ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. TABLE OF CONTENTS PRELIMINARY PROXY MATERIALS—SUBJECT TO COMPLETION DATED MAY 4, 2026 The AES Corporation 4300 Wilson Boulevard Arlington, Virginia 22203 MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT To Stockholders of The AES Corporation: You are invited to attend a special meeting of the stockholders (the “ Special Meeting ”) of The AES Corporation (the “ Company ”) on [•] at [•] [a.m.] (Eastern Daylight Time) to be held as a virtual-only webcast. You will not be able to attend the meeting in person. You are invited to attend and vote via the Internet at www.virtualshareholdermeeting.com/AES2026SM. At the Special Meeting, you will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of March 1, 2026, by and among the Company, Horizon Parent, L.P., a Delaware limited partnership (“ Parent ”), and Horizon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “ Merger ”), with the Company continuing as the surviving corporation in the Merger. Upon the closing of the transactions contemplated by the Merger Agreement, the Company will be jointly owned by investment vehicles affiliated with one or more funds, accounts or other entities owned, managed or advised by Global Infrastructure Management, LLC and the EQT Infrastructure VI fund as well as other investors (collectively, the “ Investors ”). If the Merger is completed, the Company will be owned by the Investors, and for each share of our common stock you own, you will be entitled to receive $15.00 in cash, without interest, as described in more detail in the enclosed proxy statement under the heading “ The Merger Agreement—Effects of the Merger; Merger Consideration ” beginning on page 80 . The consideration payable to our stockholders represents a premium of approximately 35.5% relative to the unaffected closing price for shares of our common stock on July 8, 2025 (the last trading day prior to the initial publication of market rumors regarding a potential acquisition of the Company) and a premium of approximately 40.3% over the 30-day volume weighted average price prior to that date. As a result of the Merger, our common stock will no longer be publicly traded and will be delisted from the New York Stock Exchange. In addition, our common stock will be deregistered under the Securities Exchange Act of 1934, as amended. If the Merger is completed, you will not own any shares of the surviving corporation. We urge you to read the accompanying proxy statement, which includes information about the Merger and the Special Meeting. The receipt of cash in exchange for your shares pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. For a discussion of the U.S. federal income tax considerations generally applicable to the Merger, see the section entitled “ The Proposed Merger—Certain U.S. Federal Income Tax Considerations of the Merger ” beginning on page 67 of the accompanying proxy statement. Whether or not you plan to virtually attend the Special Meeting, please take the time to vote by following the instructions on your proxy card. The board of directors of the Company unanimously recommends a vote FOR all of the proposals described in the proxy statement. TABLE OF CONTENTS Your vote is very important regardless of the number of shares you own. We cannot complete the Merger unless holders of at least a majority of the outstanding shares of our common stock entitled to vote at the Special Meeting vote in favor of the proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. The failure to vote will have the same effect as a vote against the proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. Sincerely, [•] Andrés R. Gluski Chairman of the Board and Chief Executive Officer The enclosed proxy statement is dated [•], 2026 and is first being mailed to our stockholders on or about [•], 2026. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger described in the accompanying proxy statement or determined if the accompanying proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS PRELIMINARY PROXY MATERIALS—SUBJECT TO COMPLETION DATED MAY 4, 2026 NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS Date and Time: [•], 2026 [•] [a.m.] (Eastern Daylight Time) Location: www.virtualshareholdermeeting.com/AES2026SM The Special Meeting will be held as a virtual-only webcast. Business Items: 1. Merger Proposal : To consider and vote on the proposal to approve and adopt the Agreement and Plan of Merger, dated as of March 1, 2026 (the “ Merger Agreement ”), by and among The AES Corporation (the “ Company ”), Horizon Parent, L.P. (“ Parent ”) and Horizon Merger Sub, Inc., a wholly owned subsidiary of Parent (“ Merger Sub ”), and approve the transactions contemplated thereby, including the merger (the “ Merger ”) of Merger Sub with and into the Company (the “ Merger Proposal ”). A copy of the Merger Agreement is attached as Annex A to the proxy statement accompanying this notice; 2. Merger-Related Compensation Proposal : To consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by us to our named executive officers in connection with the Merger (the “ Merger-Related Compensation Proposal ”); 3. Special Meeting Adjournment Proposal : To consider and vote on a proposal to approve any motion to adjourn the Special Meeting, if such proposal is called at the Special Meeting (the “ Special Meeting Adjournment Proposal ”); and 4. To transact any other business as may properly come before the Special Meeting or any adjournment of the Special Meeting. The board of directors of the Company (the “ Board ”) is not aware of any other business to come before the Special Meeting. Who Can Vote: You may vote if you were a stockholder of record of shares of common stock, $0.01 par value per share, of the Company (“ Company Common Stock ”), as of the close of business on [•], 2026. Proxy Voting: Your vote is very important. You can vote by proxy as a stockholder of record: • by visiting www.proxyvote.com on the Internet; • by calling, toll-free 1-800-690-6903; • by signing, dating and returning your proxy card if you received a paper copy of the proxy materials; or • by voting during the Special Meeting. The Board unanimously recommends that you vote FOR the Merger Proposal, FOR the Merger-Related Compensation Proposal and FOR any Special Meeting Adjournment Proposal, if presented. Your attention is directed to the accompanying proxy statement for a discussion of the Merger and the Merger Agreement, as well as the matters that will be considered at the Special M