Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
The foregoing description of the Bylaws is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal 1: The election of ten directors, each to hold office for a one-year term expiring at the annual meeting of stockholders to be held in 2024:
Broker Director Name For Against Non-Votes Abstain Janet G. Davidson 577,195,011 2,659,377 25,325,445 4,002,063 Andrés R. Gluski 577,429,201 2,205,168 25,325,445 4,222,082 Tarun Khanna 568,455,066 9,308,830 25,325,445 6,092,555 Holly K. Koeppel 559,255,440 20,603,610 25,325,445 3,997,401 Julia M. Laulis 577,929,884 1,924,724 25,325,445 4,001,843 Alain Monié 572,704,213 6,926,000 25,325,445 4,226,238 John B. Morse, Jr. 568,943,552 10,680,194 25,325,445 4,232,705 Moisés Naím 574,861,981 4,453,895 25,325,445 4,450,575 Teresa M. Sebastian 577,173,950 2,683,446 25,325,445 3,999,055 Maura Shaughnessy 579,250,620 600,673 25,325,445 4,005,158 Proposal 2: Approval, on an advisory basis, of the Company's executive compensation. For: 562,463,366 Against: 19,431,004 Abstain: 1,962,081 Broker Non-Votes: 25,325,445
Proposal 3: Approval, on an advisory basis, of the frequency of future advisory votes on the Company's executive compensation.
One Year: 578,459,083 Two Years: 262,600 Three Years: 4,866,624 Abstain: 268,144 Broker Non-Votes: 25,325,445
Following the Annual Meeting, the Board determined that the advisory vote on executive compensation would continue to be held every year until the next vote on the frequency of such advisory vote.
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Proposal 4: Ratification of the appointment of
For: 604,873,082 Against: 4,088,671 Abstain: 220,143 Broker Non-Votes: 0 Proposal 5: Non-binding stockholder proposal to subject termination pay to stockholder approval. For: 68,927,391 Against: 514,089,950 Abstain: 839,110 Broker Non-Votes: 25,325,445
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws ofThe AES Corporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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