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AES » Topics » The Proxy Statement, Annual Report on Form 10-K and related proxy materials are available at www.edocumentview.com/aes .

This excerpt taken from the AES DEF 14A filed Mar 21, 2008.

The Proxy Statement, Annual Report on Form 10-K and related proxy materials are available at www.edocumentview.com/aes.

    GRAPHIC
    Brian A. Miller
Executive Vice President, General Counsel
and Secretary

EACH STOCKHOLDER IS REQUESTED TO EXECUTE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A PREPAID ENVELOPE IS ENCLOSED FOR RETURNING PROXY CARDS. ALTERNATIVELY, STOCKHOLDERS MAY VOTE BY TELEPHONE OR VIA THE INTERNET (SEE DIRECTIONS ON THE ENCLOSED PROXY CARD). ANY STOCKHOLDER SUBMITTING A PROXY CARD HAS THE POWER TO REVOKE THE VOTE SET FORTH IN SUCH PROXY CARD AT ANY TIME PRIOR TO THE SUBMISSION OF VOTES AT THE ANNUAL MEETING. STOCKHOLDERS WHO ARE PRESENT AT THE ANNUAL MEETING MAY WITHDRAW THEIR PROXY AND VOTE IN PERSON. TO ENSURE THAT YOUR VOTE WILL BE COUNTED, PLEASE CAST YOUR VOTE BEFORE MIDNIGHT (EDT) ON APRIL 23, 2008.


TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING   1

TABLE OF CONTENTS
 
2

PROXY STATEMENT
 
3

Questions and Answers Regarding the Proxy Statement and Annual Meeting
 
3

PROPOSAL 1: ELECTION OF DIRECTORS. 
 
5

THE COMMITTEES OF THE BOARD
 
8

EXECUTIVE COMPENSATION
 
11
 
Compensation Discussion and Analysis
 
11
 
Report of the Compensation Committee
 
25
 
Information About our Compensation Committee
 
26
 
Summary Compensation Table
 
27
 
Grants of Plan-Based Awards Table
 
29
 
Narrative Disclosure Relating to the Summary Compensation Table and the Grants of Plan-Based Awards Table
 
30
 
Outstanding Equity Awards at Fiscal Year End
 
33
 
Option Exercises and Stock Vested
 
36
 
Nonqualified Deferred Compensation
 
37
 
Narrative Disclosure Relating to the Nonqualified Deferred Compensation Table
 
39
 
Potential Payments Upon Termination or Change in Control
 
41
 
Compensation of Directors
 
52

TRANSACTIONS WITH RELATED PERSONS
 
55

PROPOSAL 2: REAPPROVAL OF THE AES CORPORATION 2003 LONG-TERM COMPENSATION PLAN, AS AMENDED
 
56
 
Securities Authorized for Issuance under Equity Compensation Plans Table
 
65

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF AUDITORS
 
67
 
REPORT OF THE FINANCIAL AUDIT COMMITTEE
 
69

INFORMATION REGARDING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES, SERVICES AND INDEPENDENCE
 
71

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS
 
72

GOVERNANCE MATTERS
 
74

APPENDIX A: THE AES CORPORATION 2003 LONG-TERM COMPENSATION PLAN, AS AMENDED
 
77

DIRECTIONS TO THE ANNUAL MEETING
 
91

2


PROXY STATEMENT

March 21, 2008

The accompanying Proxy is solicited by the Board of Directors (the "Board") of The AES Corporation (the "Company" or "AES"). The Proxy is solicited for use at the 2008 Annual Meeting of Stockholders of the Company.

The Annual Meeting will commence at 9:30 a.m. on Thursday, April 24, 2008. The Annual Meeting will be held in the 9th floor Rotunda Conference Room of the Company's corporate offices located at 4300 Wilson Boulevard, Arlington, Virginia 22203. Any adjournment of the Annual Meeting will be held at the same address. Directions to the Annual Meeting are located on page 91 of this Proxy Statement.

This Proxy Statement provides information regarding the matters to be voted on at the Annual Meeting as well as other information that may be useful to you. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 is also enclosed with this Proxy Statement.

This Proxy Statement and accompanying Proxy Card are first being sent to stockholders on or about March 26, 2008.

At the close of business on March 7, 2008, there were 671,276,748 shares of common stock outstanding. Each share of common stock is entitled to one vote.

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