AES CORP 8-K

What Happened

• AES Corporation announced that at a special meeting of stockholders on June 26, 2026, shareholders approved the Agreement and Plan of Merger dated March 1, 2026 among AES, Horizon Parent, L.P. and Horizon Merger Sub. A quorum was present: 489,710,776 shares (68.66% of outstanding common stock as of the May 5, 2026 record date) were represented.
• The Hart‑Scott‑Rodino (HSR) waiting period for the merger expired at 11:59 p.m. ET on June 22, 2026. The merger remains subject to other closing conditions, including required regulatory approvals.

Key Details

• Merger vote totals: For 479,072,642; Against 10,131,991; Abstain 506,143.
• Non‑binding executive compensation (advisory) vote: For 468,049,756; Against 18,201,141; Abstain 3,459,879.
• Special Meeting adjournment proposal was unnecessary and not voted because there were sufficient votes and a quorum.
• AES issued a press release on June 26, 2026 reporting the vote results (filed as Exhibit 99.1).

Why It Matters

• The stockholder approval is a major milestone toward completing the proposed acquisition of AES by Horizon Parent; with the HSR waiting period expired, the transaction moves closer to closing but still requires other regulatory consents and satisfaction of contractual conditions.
• Investors should note the advisory approval of merger‑related executive compensation (nonbinding) and that the final timing and completion of the merger depend on remaining regulatory approvals and customary closing conditions.