¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to 240.14a-12

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

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(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	To elect ten members to the Company's Board of Directors (the "Board");

2.	To re-approve The AES Corporation 2003 Long Term Compensation Plan, As Amended and Restated;

3.	To re-approve The AES Corporation Performance Incentive Plan, As Amended and Restated;

4.	To ratify the appointment of Ernst & Young LLP (“E&Y” or the “Independent Registered Public Accounting Firm”) as the independent auditors of the Company for the year 2015;

5.	To approve, on an advisory basis, the Company’s executive compensation;

6.	To approve, on an advisory basis, the Company’s nonbinding proposal to allow Stockholders to request special meetings of Stockholders;

7.	To approve, on an advisory basis, the Company’s nonbinding proposal to provide proxy access for Stockholder-nominated director candidates;

8.	If properly presented, to vote on a nonbinding Stockholder proposal relating to special meetings of Stockholders;

9.	If properly presented, to vote on a nonbinding Stockholder proposal relating to proxy access; and

10.	To transact such other business as may properly come before the Annual Meeting.

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•	If you received these materials by mail, your admission ticket is attached to your Proxy card. Please detach the ticket and bring it with you to the Annual Meeting.

•	If you vote electronically through the Internet, you can print an admission ticket from the online site.

•	If you hold shares through an account with a bank or broker, contact your bank or broker to request a legally valid Proxy from the owner of record to vote your shares in person. This will serve as your admission ticket.

•	A recent brokerage statement or letter from your broker showing that you owned AES common stock in your account as of February 27, 2015, also serves as an admission ticket.

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•	Subsidiary Distributions of $1,151M, at the midpoint of the target established by the Committee at the beginning of the year

•	Adjusted EPS of $1.30 which is in the original guidance range that Management provided for 2014 ($1.30 to $1.38) and at the top end of the revised guidance range Management provided in November ($1.25 to $1.31)

•	Proportional Free Cash Flow of $891M which is close to the low end of the revised guidance ($900M to $1,000M)

•	Our Operational Key Performance Indicator (“KPI”) was 106% of the target goals, driven by strong operational results in our Andes, Europe and MCAC strategic business units.

•	The Company achieved its cumulative annual cost savings target of $200M one year ahead of schedule.

•	Our Board of Directors approved a 100% increase to the quarterly dividend, to $0.10 per share, beginning in the first quarter of 2015.

•	The Company announced or closed $1.9B in financial partnerships at the project or business level, including Masinloc in the Philippines, AES Dominicana in the Dominican Republic and IPALCO in the United States.

•	The Company continued to execute our strategy to focus on markets where AES has a competitive advantage with the announcement or closing of ten asset sale transactions for $1.8B in equity proceeds to AES upon closing.

•	The Company invested $916M to strengthen our balance sheet through debt prepayment and share buybacks.

•	The Company continued to make investments to grow our platform in key markets and now has more generation capacity under construction than at any time in AES’ history.

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•	In 2014, the Company commenced construction of six new projects, totaling 2,226 MW in five countries.

•	At the end of 2014, the Company’s construction activities represented 7,141 MW of new generation capacity.

•	Base salaries were frozen. At the CEO’s recommendation, NEO base salaries were held flat at 2013 levels during the annual compensation review in February 2014.

•	Our Board of Directors also held its compensation flat in its annual review.

•	Annual Incentives were paid below target. We awarded annual incentives to our NEOs below the target award level, at 82% of their target award opportunity.

•	Performance Stock Units paid below target. Less than half (48.7%) of the 2012-2014 performance stock units vested.

•	50% of the 2012-2014 performance stock unit awards forfeited because the Company did not attain the performance threshold which was Total Stockholder Return equal to the 30th percentile of S&P 500 Utility companies.

•	The other 50% of this performance stock unit award paid out at 97.5% of the target number of shares based on our actual EBITDA less CapEx result of $8.0B, which was 99.4% of the pre-established target EBITDA less CapEx goal.

•	Realizable value is defined as the pre-tax value as of December 31, 2014 of all stock options, restricted stock units and performance stock units granted between 2012 and 2014 with certain assumptions regarding performance stock units as discussed below.

•	For the 2012-2014 performance stock unit grant, the 48.7% vesting level, discussed above, is reflected in the chart.

•	For performance stock unit awards for which the performance period is not yet complete (2013-15 and 2014-16), the value is based on our period-to-date results through December 31, 2014 which are generally below the target performance level.

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•	Target Total Compensation at 50th Percentile of Companies Comparable in Size

•	Heavy Weight on Performance-based Compensation

•	Relative Pay-for-Performance Alignment

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•	Executive Stock Ownership Guidelines

•	Clawback Policy

•	Executive Severance Provisions Comparable to Market Practice

•	No Change-in-Control Excise Tax Gross-ups

•	No Perquisites for our Executive Officers

•	No Special Retirement Benefit Formulas for our Executive Officers

•	No Backdating or Option Repricings

•	No Hedging or Pledging of AES Common Stock

•	Independent Consultant Retained by the Compensation Committee

•	Annual Review of Risk Related to Compensation Programs

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•	The U.S. General Industry Database consisted of 442 companies, including 104 companies with revenues from $10B to $20B (AES is in this size category).

•	The U.S. Energy Industry Database consisted of 104 companies, including 29 companies with revenues over $6B (AES is in this size category). Also, the majority of the companies comprising the S&P 500 Utilities Index in February 2014 were included in the U.S. Energy Industry Database.

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•	Survey data for each element of total compensation;

•	Individual performance against pre-set goals and objectives for the year, and Company performance;

•	An individual’s experience and expertise;

•	Position and scope of responsibilities;

•	An individual’s future prospects with the Company; and

•	The new total compensation that would result from any change and how the new total compensation compares to survey data on total compensation.

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•	For our CEO, over 70% of compensation is at-risk and performance-based, and over 65% is equity-based.

•	For our other NEOs, on average, 65% of compensation is at-risk and performance-based, and over 50% is equity-based.

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•	Year-over-year changes in total compensation;

•	The value of outstanding long-term compensation awards under various share price and financial performance scenarios;

•	Payouts and realized gains from past long-term compensation awards; and

•	The value of benefits payable upon termination and change-in-control.

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•	50% of the target number of shares was based on the Company’s Total Stockholder Return relative to S&P 500 Utility companies for the period from January 1, 2012 to December 31, 2014; and

•	50% of the target number of shares was based on the achievement of the Company’s cumulative EBITDA less CapEx target for the 2012-2014 period.

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•	The initial payment was calculated based upon achieving certain financial results that were subsequently the subject of a material restatement of the Company’s financial statements;

•	The Compensation Committee, in its discretion, determines that the executive engaged in fraud or willful misconduct that caused, or substantially caused, the need for the restatement; and

•	A lower payment would have been made to the executive based upon the restated financial results.

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•	Our program reflects a balanced mix of compensation awards to avoid excessive weight on any one performance measure and is designed to promote stability and growth (1) in the short-term through the payment of an annual incentive award with largely pre-set targets; and (2) in the long-term, through the payment of equity awards;

•	Our annual incentive plan and performance stock units provide a defined range of payout opportunities ranging from 0-200% of target;

•	Total compensation levels are heavily weighted on long-term equity-based incentive awards with three-year service-based vesting schedules and, in the case of performance stock units, cumulative long-term performance goals;

•	We have implemented stock ownership guidelines that became effective in January 2011 so that our NEOs’ and other senior executives’ personal wealth is tied to the long-term success of the Company; and

•	The Compensation Committee retains discretion to adjust or modify compensation based on the Company’s and executives’ performance.

•	Good balance of fixed and variable pay opportunities;

•	Capped incentive plans;

•	Multiple incentive measures that compete with each other;

•	Performance measured at the large business unit or corporate level;

•	Mix of measurement time periods;

•	Long-term stock holding periods or stock ownership requirements;

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•	Allowable Compensation Committee discretion, especially in the annual incentive plan and performance stock unit agreements;

•	Oversight provided by non-participants in the plans, including external party review of plan results and Compensation Committee approval of goals;

•	Moderate severance program; and

•	Clawback policy.

*	Table excludes the Bonus and Change in Pension Value and Non-Qualified Deferred Compensation Earnings columns, which are not applicable.

(1)	The base salary earned by each NEO during fiscal years 2014, 2013 and 2012, as applicable. Mr. Da Santos was not an NEO for 2013 or 2012.

(2)

Aggregate grant date fair value of performance stock units and restricted stock units granted in the year which are computed in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”) disregarding any estimates of forfeitures related to service-based vesting conditions. A discussion of the relevant assumptions made in the valuation may be found in our financial statements, footnotes to the financial statements (footnote 18), or Management’s Discussion & Analysis, as appropriate, contained in our Annual Report on Form 10-K for the year ended December 31, 2014 (“AES’ Form 10-K”) which also includes information for 2012 and 2013. Based on the share price at grant and assuming the maximum market and financial performance conditions are achieved, the maximum value of the performance stock units granted in fiscal year 2014 and payable following completion of the 2014-2016 performance period are shown below.

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(3)

Aggregate grant date fair value of stock options granted in the year which are computed in accordance with FASB ASC Topic 718. The aggregate grant date fair value disregards any estimates of forfeitures related to service-based vesting conditions. A discussion of the relevant assumptions made in the valuation may be found in our financial statements, footnotes to the financial statements (footnote 18), or Management’s Discussion & Analysis, as appropriate, contained in AES’ Form 10-K which also includes information for 2012 and 2013.

(4)

The value of all non-equity incentive plan awards earned during the 2014 fiscal year and paid in 2015, which includes awards earned under our Performance Incentive Plan (our annual incentive plan) and awards earned for the three-year performance period ended December 31, 2014 for our cash-based performance units granted under our LTC Plan. The following chart shows the breakdown of awards under these two plans for each NEO. Mr. Vesey was not entitled to a payment under the Performance Incentive Plan due to his separation from the Company prior to the payment date.

(5)	All Other Compensation includes Company contributions to both qualified and non-qualified defined contribution retirement plans.

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(1)

Each NEO received an award under the Performance Incentive Plan (our annual incentive plan) in 2014. The first row of data for each NEO shows the threshold, target and maximum award under the Performance Incentive Plan. For the Performance Incentive Plan, the threshold award is 50% of the target award, and the maximum award is 200% of the target award. The extent to which awards are payable depends upon AES’ performance against goals established in the first quarter of the fiscal year. This award is payable in the first quarter of 2015.

(2)	Each NEO received performance stock units on February 21, 2014 awarded under the Long-Term Compensation Plan. These units vest based on both market and financial performance conditions, and service conditions. The market condition which applies to half

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(3)	Each NEO received restricted stock units on February 21, 2014 awarded under the Long-Term Compensation Plan. These units vest on a service-based condition in which one-third of the restricted stock units vest on each of the first three anniversaries of the grant.

(4)	Each NEO received stock options on February 21, 2014 awarded under the Long-Term Compensation Plan. The stock options vest on a service-based condition in which one-third of the stock options vest and become exercisable on each of the first three anniversaries of the grant.

(5)

Aggregate grant date fair value of performance stock units, restricted stock units and stock options granted in the year which are computed in accordance with FASB ASC Topic 718 disregarding any estimates of forfeitures related to service-based vesting conditions. A discussion of the relevant assumptions made in the valuations may be found in our financial statements, footnotes to the financial statements (footnote 18), or Management’s Discussion & Analysis, as appropriate, contained in AES’ Form 10-K for the year ended December 31, 2014.

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*	Table excludes the following column which is not applicable based on award types currently outstanding: Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

(1)	Option grant made on February 17, 2012 vests in three equal installments on the following dates: February 17, 2013, February 17, 2014 and February 17, 2015. Unvested options related to this grant were forfeited by Mr. Vesey upon his separation and were no longer outstanding on December 31, 2014.

(2)	Option grant made on February 15, 2013 vests in three equal installments on the following dates: February 15, 2014, February 15, 2015 and February 15, 2016. Unvested options related to this grant were forfeited by Mr. Vesey upon his separation and were no longer outstanding on December 31, 2014.

(3)	Option grant made on February 21, 2014 vests in three equal installments on the following dates: February 21, 2015, February 21, 2016 and February 21, 2017.

(4)	Option grant made on September 4, 2012 vests in three equal installments on the following dates: September 4, 2013, September 4, 2014 and September 4, 2015.

(5)	Option grant made on December 7, 2012 vests in three equal installments on the following dates: December 7, 2013, December 7, 2014 and December 7, 2015. Unvested options related to this grant were forfeited by Mr. Vesey upon his separation and were no longer outstanding on December 31, 2014.

(6)	Included in this item are:

a.	A restricted stock unit grant made to all NEOs excluding Mr. O’Flynn on February 17, 2012 that vests in one remaining installment on February 17, 2015. Mr. Vesey’s unvested units were forfeited upon his separation and were no longer outstanding on December 31, 2014.

b.	In the case of Mr. O’Flynn, a restricted stock unit grant made on September 4, 2012 that vests in one remaining installment on September 4, 2015.

c.	A restricted stock unit grant made to all NEOs on February 15, 2013 that vests in two remaining equal installments on February 15, 2015 and February 15, 2016. Mr. Vesey’s unvested units were forfeited upon his separation and were no longer outstanding on December 31, 2014.

d.	A restricted stock unit grant made to all NEOs on February 21, 2014 that vests in three equal installments on February 21, 2015, February 21, 2016 and February 21, 2017. Mr. Vesey’s unvested units were forfeited upon his separation and were no longer outstanding on December 31, 2014.

e.

One-third of the performance stock unit grant made to all NEOs excluding Messrs. O’Flynn and Da Santos on February 17, 2012 for which the performance period had elapsed on December 31, 2014 but for which the service vesting condition had not yet been satisfied. The amount in the above table reflects the final 48.7% vesting percentage based on the AES Total Stockholder Return relative to companies in the S&P 500 Utilities Index and EBITDA less CapEx performance metrics for the period ended December 31, 2014. The other two-thirds of this grant, for which the service vesting conditions were satisfied on December 31, 2014, is reflected in the Option Exercises and Stock Vested (2014) table. Mr. Vesey’s unvested units were forfeited upon his separation and were no longer outstanding on December 31, 2014.

(7)	Included in this item are:

a.	Performance stock units granted to all NEOs on February 15, 2013 which vest based on market and financial performance conditions (AES three-year cumulative Total Stockholder Return relative to S&P 500 Utility companies and EBITDA less CapEx, each weighted 50%) and three-year service conditions (but only when and to the extent the market and financial performance conditions are met).

b.	Performance stock units granted to all NEOs on February 21, 2014 which vest based on market and financial performance conditions (AES three-year cumulative Total Stockholder Return relative to S&P 500 Utility companies and EBITDA less CapEx, each weighted 50%) and three-year service conditions (but only when and to the extent the market and financial performance conditions are met).

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(1)	Vesting of stock awards in 2014 consisted of eight separate grants as shown in the following table.

(a)

The February 18, 2011 performance stock unit grant vested based on two conditions. The first was based on our Total Stockholder Return (50%) and the second was based on our Cash Value Added internal financial metric (50%) for the three-year period ended December 31, 2013 which resulted in performance of 23.4% of target. Once the performance condition was met, the performance stock units vested in three equal annual installments beginning one year from grant. Therefore, the first two-thirds of the performance stock units vested at that performance level as of December 31, 2013 and were included in our 2014 Proxy Statement. The final one-third of the performance stock units vested at that performance level on February 18, 2014, the third anniversary of the grant date, at the closing stock price of $14.76.

(b)

The February 17, 2012 performance stock unit grant vested based on two conditions. The first was based on our Total Stockholder Return (50%) relative to companies in the S&P 500 Utilities Index and the second was based on our EBITDA less CapEx internal financial metric (50%) for the three-year period ended December 31, 2014 which resulted in performance of 48.7% of target. Once the performance condition was met, the performance stock units vested in three equal annual installments beginning one year from

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(c)	The February 18, 2011 restricted stock unit grant vested in three equal installments on the anniversary of the grant date. The final vesting occurred on February 18, 2014 at a vesting price of $14.76.

(d)	The February 17, 2012 restricted stock unit grant vests in three equal installments on the anniversary of the grant date. The second vesting occurred on February 17, 2014 at a vesting price of $14.62.

(e)	The February 15, 2013 restricted stock unit grant vests in three equal installments on the anniversary of the grant date. The first vesting occurred on February 15, 2014 at a vesting price of $14.62.

(f)	The September 4, 2012 restricted stock unit grant vests in three equal installments on the anniversary of the grant date. The second vesting occurred on September 4, 2014 at a vesting price of $14.68.

(g)	The September 30, 2011 restricted stock unit grant vested in three equal installments on the anniversary of the grant date. The final vesting occurred on September 30, 2014 at a vesting price of $14.18.

(h)	The December 7, 2012 restricted stock unit grant vests in three equal installments on the anniversary of the grant date. The second vesting occurred on December 7, 2014 at a vesting price of $13.68.

(1)	Amounts in this column represent elective contributions to the Restoration Supplemental Retirement Plan ( “RSRP”) in 2014.

(2)	Amounts in this column represent the Company’s contributions to the RSRP. The amount reported in this column and the Company’s additional contributions to the 401(k) Plan are included in the amounts reported in the 2014 row of the “All Other Compensation” column of the Summary Compensation Table.

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(3)	Amounts in this column represent investment earnings under the RSRP and earnings on the mandatory deferrals of earned restricted stock units. A breakdown of amounts reported in this column is as follows:

(4)	Amounts in this column represent distributions from the RSRP and the value of the 2010 restricted stock units released from the mandatory deferral period as of December 31, 2014 (based on the closing share price of $13.77). A breakdown of amounts reported in this column is as follows:

(5)	Amounts in this column represent the balance of amounts in the RSRP at the end of 2014.

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(1)

Upon termination without cause, or a qualifying termination following a change-in-control, and in the case of Mr. Gluski, termination due to death or disability, a pro-rata bonus to the extent earned would be payable. Pro-rata bonus amounts are not included in the above table because as of December 31, 2014, the service and performance conditions under AES’ 2014 annual incentive plan would have been satisfied.

(2)	Accelerated Vesting of Long-Term Compensation (“LTC”) includes:

•	The in-the-money value of unvested stock options granted in February 2012, 2013 and 2014;

•	The value of outstanding performance stock units granted in February 2013 and 2014 at the target payout level;

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•	The value of unvested performance stock units granted in February 2012 (final one-third of the units at actual performance since two-thirds of the units vested on December 31, 2014);

•	The value of outstanding restricted stock units granted in February 2012, 2013 and 2014; and

•	For Mr. O’Flynn, the value of in-the-money unvested stock options and restricted stock units granted in September 2012.

(3)

Upon termination without cause and a qualifying termination following a change-in-control, the NEO may receive continued medical, dental and vision benefits. The value of this benefits continuation is based on the share of premiums paid by the Company on each NEO’s behalf in 2014, based on the coverage in place at the end of December 2014. For the period that benefits are continued, each NEO is responsible for paying the portion of premiums previously paid as an employee.

(4)	Upon termination without cause and a qualifying termination following a change-in-control, the NEOs are eligible for outplacement benefits. The estimated value of this benefit is $25,000.

•	Disability benefits under our long-term disability program in effect at the time;

•	Base salary through the termination date or, if earlier, the end of the month preceding the month in which disability benefits commence; and

•	In the case of Mr. Gluski, a pro-rata portion of his annual bonus to the extent earned, based upon the number of days he was employed during the year (“Pro-Rata Bonus”).

•	Base salary through the termination date, the Pro-Rata Bonus, and a lump sum severance payment equal to one times (two times in the case of Mr. Gluski) the sum of the Executive Officer’s base salary and target bonus for the year in which the termination of employment occurs;

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•	Continued participation for 12 months (24 months in the case of Mr. Gluski) in all medical, dental, and vision benefit programs that the Executive Officer was participating in at the time of termination; and

•	Outplacement assistance from the time of termination until December 31st of the second calendar year following the calendar year in which the termination occurred.

•	Base salary through the termination date, the Pro-Rata Bonus, and a lump sum severance payment equal to two times (three times in the case of Mr. Gluski) the sum of the Executive Officer’s base salary and target bonus for the year in which the termination of employment occurs;

•	Continued participation for 18 months (36 months in the case of Mr. Gluski) in all medical, dental, and vision benefit programs that the Executive Officer was participating in at the time of termination; and

•	Outplacement assistance from the time of termination until December 31st of the second calendar year following the calendar year in which the termination occurred.

•	Salary continuation payments equal to his annual base salary, which would be paid over time in accordance with our payroll practices and the terms of the Severance Plan;

•	An additional payment equal to a pro-rata portion of his bonus to the extent earned, based upon the time he was at work during the year in which his employment terminates, provided that applicable performance conditions are met;

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In the event that Mr. Da Santos elects COBRA coverage under the health plan he participates in, we would pay an amount of the premium he pays for such coverage (for up to 12 months) equal to the premium we pay for active employees. The Company would also provide Mr. Da Santos with continuation of dental and vision benefit programs with him paying the same portion of premiums he previously paid as an employee;

•	Mr. Da Santos will be provided with outplacement services provided by an independent agency provided that the benefit is incurred by and may not extend beyond December 31st of the second calendar year following the calendar year in which the termination occurred;

•	In the event that termination of Mr. Da Santos’ employment occurs due to the circumstances described above, within two years after a “change-in-control,” the amount of Mr. Da Santos’ salary continuation payment is doubled and the length of time we will assist in paying for the continuation of health care benefits is also doubled, but can never be more than 18 months; and

•	Benefits are not available under the Severance Plan if Mr. Da Santos’ employment is terminated in connection with the sale of a business, if he is employed by the purchaser or if he is offered employment with the purchaser with substantially equivalent benefits and salary package (provided the offer does not require him to relocate more than 50 miles from his current location).

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(1)	Mr. Gluski, our President and CEO, is also a member of our Board. His compensation is reported in the Summary Compensation Table and the other tables set forth in this Proxy Statement. In accordance with our Corporate Governance Guidelines, management Directors do not receive any additional compensation in connection with service on the Board.

(2)	Directors elected at the 2014 Annual Meeting of Stockholders received an $80,000 Annual Retainer with a requirement that at least 34% of such retainer be deferred in the form of stock units, with each Director having the right to elect to defer additional amounts as further described below. Directors may also elect to defer Committee fees in the form of stock units.

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(3)

Column reflects aggregate grant date fair value of each Director stock unit award granted in 2014. This column includes stock units granted pursuant to (i) the 34% mandatory annual retainer deferral into stock units, and (ii) as further described in “Director Compensation for Year 2014” below, the additional incremental value resulting from Directors electing to defer more than 34% of their annual retainer and being credited with 1.3 times the elective deferral amount. The aggregate grant date fair values were computed in accordance with FASB ASC Topic 718. A discussion of the relevant assumptions made in these valuations may be found in footnote 18 to the financial statements contained in AES’ Form 10-K.

(4)	Column reflects aggregate grant date fair value of each Director stock option granted in 2014. A discussion of the relevant assumptions made in this valuation may be found in our financial statements, footnotes to the financial statements, or Management’s Discussion and Analysis, as appropriate, contained in AES’ Form 10-K.

(5)	Represents amounts we contributed to charities selected by the Director pursuant to the Company’s former Gift Matching Program (the “Program”). In 2014, under the former Program, the Company matched, dollar for dollar, certain Section 501(c)(3) eligible or equivalent non-U.S. based eligible contributions made by AES Directors which were grandfathered under the Program.

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•	the benefits to the Company;

•	the materiality and character of the Related Person’s direct or indirect interest, and the actual or apparent conflict of interest of the Related Person;

•	the impact on a Director’s independence in the event the Related Person is a Director or a Director nominee, an immediate family member of a Director or a Director nominee or an entity in which a Director or a Director nominee is an Executive Officer, partner, or principal;

•	the commercial reasonableness of the Related Person Transaction and the availability of other sources for comparable products or services;

•	the terms of the Related Person Transaction;

•	the terms available to unrelated third parties or to employees generally;

•	any reputational risks the Related Person Transaction may pose to the Company; and

•	any other relevant information.

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•	Increase the Aggregate Share Limit. The LTC Plan would have an additional 7,750,000 shares (or 1.1% of our current shares outstanding) in the authorized share pool such that, if the Company’s Stockholders approve the LTC Plan, the total number of shares issuable under the Plan will be 45,750,000.

•	Remove Liberal Share Counting. The LTC Plan would be amended to prohibit the add-back of shares withheld for taxes, or not issued pursuant to the net exercise or net settlement of an Option or stock appreciation right.

•	Clarify Impact of Certain Employment Termination Events. The proposed amendments to the LTC Plan would clarify the effect of certain employment termination events upon awards granted under the plan.

•	Clarify Dividends Subject to Vesting Schedule of Underlying Award. The LTC Plan would be amended to clarify that any rights to dividends or dividend equivalents granted in connection with awards would be subject to the same performance and/or vesting criteria applicable to such awards.

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(1)	The following equity compensation plans have been approved by the Company’s Stockholders:

(A)

The AES Corporation 2003 Long Term Compensation Plan was adopted in 2003 and provided for 17,000,000 shares authorized for issuance thereunder. In 2008, an amendment to the Plan to provide an additional 12,000,000 shares was approved by AES’s stockholders, bringing the total authorized shares to 29,000,000. In 2010, an additional amendment to the Plan to provide an additional 9,000,000 shares was approved by AES’s stockholders, bringing the total authorized shares to 38,000,000. The weighted average exercise price of Options outstanding under this plan included in Column (b) is $14.78 (excluding PSU and RSU awards), with 13,859,232 shares available for future issuance.

(B)

The AES Corporation 2001 Plan for outside directors adopted in 2001 provided for 2,750,000 shares authorized for issuance. The weighted average exercise price of Options outstanding under this plan included in Column (b) is $18.62. In conjunction with the 2010 amendment to the 2003 Long Term Compensation plan, ongoing award issuance from this plan was discontinued in 2010. Any remaining shares under this plan, which are not reserved for issuance under outstanding awards, are not available for future issuance and thus the amount of 2,061,723 shares is not included in Column (c) above.

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(C)

The AES Corporation Second Amended and Restated Deferred Compensation Plan for directors provided for 2,000,000 shares authorized for issuance. Column (b) excludes the Director stock units granted thereunder. In conjunction with the 2010 amendment to the 2003 Long Term Compensation Plan, ongoing award issuance from this plan was discontinued in 2010 as Director stock units will be issued from the 2003 Long Term Compensation Plan. Any remaining shares under this plan, which are not reserved for issuance under outstanding awards, are not available for future issuance and thus the amount of 105,341 shares is not included in Column (c) above.

(D)

The AES Corporation Incentive Stock Option Plan adopted in 1991 provided for 57,500,000 shares authorized for issuance. The weighted average exercise price of Options outstanding under this plan included in Column (b) is $35.44. This plan terminated on June 1, 2001, such that no additional grants may be granted under the plan after that date. Any remaining shares under this plan, which are not reserved for issuance under outstanding awards, are not available for future issuance in light of this plan’s termination and thus 24,354,930 shares are not included in Column (c) above.

(2)	Includes 4,993,450 (of which 951,659 are vested and 4,041,791 are unvested) shares underlying PSU and RSU awards (assuming performance at a maximum level), 1,487,156 shares underlying Director stock unit awards, and 7,061,847 shares issuable upon the exercise of Stock Option grants, for an aggregate number of 13,542,453 shares.

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•	Target Total Compensation at 50th Percentile of Companies Comparable in Size

•	Heavy Weight on Performance-based Compensation

•	Relative Pay-for-Performance Alignment

•	Executive Stock Ownership Guidelines

•	Clawback Policy

•	Executive Severance Provisions Comparable to Market Practice

•	No Change-in-Control Excise Tax Gross-ups

•	No Perquisites for our Executive Officers

•	No Special Retirement Benefit Formulas for our Executive Officers

•	No Backdating or Option Repricings

•	No Hedging or Pledging of AES Common Stock

•	Independent Consultant Retained by the Compensation Committee

•	Annual Review of Risk Related to Compensation Programs

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•

One or more stockholders of record (acting on their own behalf or on behalf of beneficial owners) owning shares representing at least 25% of the outstanding shares of common stock of the Company would have the ability to require the Company to call a special meeting of the stockholders. In determining to utilize a 25% ownership threshold, the Board noted that a recent survey of 100 large U.S. public companies found a 25% ownership threshold to be the most common threshold used by companies that permit stockholders to call a special meeting.

•

Stock ownership would be determined under a “net long” standard to provide assurance that stockholders seeking to call a special meeting possesses both (i) full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. Borrowed or hedged shares would not count as owned shares; however, shares that otherwise are deemed to be “owned” by a stockholder under the net long standard will not cease to be considered owned solely on account of being held in the name of a nominee or other intermediary or as a result of the stockholder loaning such shares if the stockholder has the power to recall such loaned shares on three business days’ notice.

•	Stockholders seeking to call a special meeting would be required to provide information similar to the information required for stockholder nominations at annual meetings under our current Bylaw provisions.

•	The special meeting right would be subject to certain limitations designed to prevent duplicative and unnecessary meetings. A special meeting request would not be valid if:

◦	the proposed meeting relates to an item of business that is not a matter on which stockholders are authorized to act under, or that involves a violation of, applicable law;

◦

the proposed meeting relates to an item of business that is the same or substantially similar to any item of business (other than the election of directors) that was presented at any meeting of stockholders held within the prior 12 months or that is the same or substantially similar to any item of business that is to be brought before a meeting of stockholders called within 90 days of receiving the request for a special meeting; or

◦	an otherwise valid special meeting request is submitted within the 90 days preceding the anniversary of the prior year’s annual meeting.

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•

Proxy access would be provided to any stockholder or a group of stockholders owning more than 5% of the Company’s outstanding common stock continuously for at least three years. The Board believes that this threshold empowers stockholders with a significant ownership interest in the Company to include its director nominees in the Company’s proxy materials but protects against activist stockholders and special interest groups, which might have a short-term or narrow agenda, from disrupting the Board’s composition and corporate strategy. Moreover, at least one large institutional investor that owns shares of the Company’s common stock has publicly stated its view that, although it will review proxy access proposals on a case-by-case basis, it expects generally to support proxy access proposals that, among other terms, provide the right to a stockholder or a group of stockholders representing 5% of a company’s outstanding shares. The Board also considered that many other public companies considering the adoption of proxy access provisions have indicated that they intend to implement proxy access only for stockholders that have held 5% of the company’s common stock. Finally, the Board noted that the 5% ownership threshold would be consistent with requiring that groups utilizing proxy access make certain filings with the SEC, which would provide all investors with a measure of transparency in the proxy access process.

•

Under the Management Proxy Access Proposal, stock ownership would be determined under a “net long” standard to provide assurance that stockholders seeking to exercise the proxy access provisions possesses both (i) full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. Borrowed or hedged shares would not count as owned shares; however, shares that otherwise are deemed to be “owned” by a stockholder under the net long standard will not cease to be considered owned solely on account of being held in the name of a nominee or other intermediary or as a result of the stockholder loaning such shares if the stockholder has the power to recall such loaned shares on three business days’ notice.

•

The Management Proxy Access Proposal would permit eligible stockholders to nominate up to 20% of the Board (but no less than one director). The Board believes that this cap is appropriate in light of the Company’s past experience in considering nominees from significant stockholders. Specifically, in connection with the sale of a significant block of the Company’s shares of common stock to an investor in 2010, the Company granted the investor the right to nominate a qualified individual to the Board.

•	Stockholder nominees would be able to provide a written statement for inclusion in the Company’s proxy materials, not to exceed 500 words, in support of his or her candidacy; provided, however, that the Company may decline to include any information in such statement it believes, in good faith, would violate any applicable law or regulation.

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a)	have beneficially owned 3% or more of the Company’s outstanding common stock continuously for at least three years before submitting the nomination;

b)	give the Company, within the time period identified in its bylaws, written notice of the information required by the bylaws and any Securities and Exchange Commission rules about (i) the nominee, including consent to being named in the proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the “Disclosure”); and

c)

certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator’s communications with the Company shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws and regulations if it uses soliciting material other than the Company’s proxy materials; and (c) to the best of its knowledge, the required shares were acquired in the ordinary course of business and not to change or influence control at the Company.

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•	Would “benefit both the markets and corporate boardrooms, with little cost or disruption.”

•	Has the potential to raise overall US market capitalization by up to $140.3 billion if adopted market-wide. (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1)

•	The proposed bylaw terms enjoy strong investor support - votes for similar shareholder proposals averaged 55% from 2012 through September 2014 - and similar bylaws have been adopted by companies of various sizes across industries, including Chesapeake Energy, Hewlett-Packard, Western Union and Verizon.

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*	Shares held represent less than 1% of the total number of outstanding shares of common stock of the Company.

(1)

The shares of our Common stock beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under the SEC rules, shares of our common stock, which are subject to options, units or other securities that are exercisable or convertible into shares of our common stock within 60 days of February 20, 2015, are deemed to be outstanding and beneficially owned by the person holding such options, units or other securities. Such underlying shares of

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(2)

Includes (a) the following shares issuable upon exercise of Options outstanding as of February 20, 2015 that are able to be exercised on or before April 21, 2015: Mr. Harrington – 0 shares; Dr. Johnson – 0 shares; Dr. Khanna – 0 shares; Mr. Lader – 13,455 shares; Mr. Miller – 6,427 shares; Dr. Moose – 13,455 shares; Mr. Morse – 0 shares; Dr. Naím – 0 shares; Mr. Rossotti – 0 shares; Mr. Sandstrom – 0 shares; Mr. Gluski – 1,383,965 shares; Mr. Vesey – 439,708 shares; Mr. O’Flynn – 254,814 shares; Mr. Brian Miller – 443,791 shares; Ms. Hackenson – 182,892 shares; Mr. Da Santos – 49,011 ; all Directors and Executive Officers as a group – 2,854,975 shares; (b) the following units issuable under The AES 2003 LTC Plan and The AES Corporation Deferred Compensation Plan for Directors: Mr. Harrington – 28,501 units; Dr. Johnson – 70,056 units; Dr. Khanna – 129,302 units; Mr. Lader – 196,984 units; Mr. Miller – 35,436 units; Dr. Moose – 119,107 units; Mr. Morse – 125,434 units; Dr. Naím – 43,182 units; Mr. Rossotti – 226,136 units; Mr. Sandstrom – 196,529 units; all Directors as a group 1,170,667 units; (c) the following shares held in The AES Retirement Savings Plan: Mr. Gluski – 21,367 shares; Mr. Vesey – 24,397 shares; Mr. O’Flynn – 6,185 shares; Mr. Brian Miller – 36,298 shares; Ms. Hackenson – 8,892 shares; Mr. Da Santos – 20,123 shares; and all Executive Officers as a group 142,999 shares.

(3)	Includes 26,586 shares held in trust by Mr. Lader’s wife, 89,380 shares held in an irrevocable defective grantor trust, and 35,125 shares held in a family partnership.

(4)	Includes 1,000 shares held by Mr. Morse’s wife.

(5)

Based solely on information furnished in the Schedule 13D filed by China Investment Corporation (“CIC”) and Terrific Investment Corporation, a wholly-owned subsidiary of CIC (“Terrific Co.” and together with CIC, the “Investor”), with the SEC on December 18, 2013. According to the Schedule 13D/A filed by Terrific Co., Terrific Co. has (a) sole voting power with respect to 0 shares, (b) shared voting power with respect to 59,468,788 shares, (c) sole dispositive power with respect to 0 shares, and (d) shared dispositive power with respect to 59,468,788 shares. According to the Schedule 13D filed by CIC, by virtue of its 100% ownership and control of Terrific Co., which holds 420,830 shares of the Company’s common stock, CIC has (a) sole voting power with respect to 0 shares, (b) shared voting power with respect to 59,468,788 shares, (c) sole dispositive power with respect to 0 shares, and (d) shared dispositive power with respect to 59,468,788 shares. CIC and Terrific Co. are each parties to that certain Stockholder Agreement by and between AES, Terrific Co. and CIC, dated as of March 12, 2010 (the “Stockholder Agreement”). Pursuant to the terms of the Stockholder Agreement, Terrific Co. agreed that until such time as Terrific Co. owns 5% or less of the Company’s common stock, in any matter upon which a vote, consent or other approval (including by written consent) is sought by or from the Stockholders of the Company (i) for the election of Directors of the Company (or relating to procedures applicable to the election of Directors) or (ii) relating to equity incentive plans or other employee or director compensation matters, Terrific Co. will vote and cause to be voted all voting securities held directly or indirectly by it in the manner recommended by the Board. Additionally, Terrific Co. irrevocably appointed the Company as its attorney and proxy, with full power of substitution and re-substitution, to cause all shares of common stock beneficially owned by it to be voted in the discretion of the Company with respect to these matters.

(6)

Based solely on information furnished in the Schedule 13G/A filed by T. Rowe Price Associates, Inc. and certain of its affiliates with the SEC on February 17, 2015, it reported that it had (a) sole power to vote or to direct the vote on 26,057,855 shares, (b) shared power to vote or to direct the vote on 0 shares, (c) sole power to dispose or to direct the disposition of 65,414,003 shares, and (d) shared power to dispose or to direct the disposition of 0 shares.

(7)

Based solely on information furnished in the Schedule 13G/A filed by BlackRock Inc. and certain of its affiliates with the SEC on January 12, 2015, it reported that it had (a) sole power to vote or to direct the vote on 61,353,530shares, (b) shared power to vote or to direct the vote on 0 shares, (c) sole power to dispose or to direct the disposition of 61,353,530 shares, and (d) shared power to dispose or to direct the disposition of 0 shares.

(8)

Based solely on information furnished in the Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, 2015 it reported that it had (a) sole power to vote or to direct the vote on 1,133,936 shares, (b) shared power to vote or to direct the vote on 0 shares, (c) sole power to dispose or to direct the disposition of 50,672,110 shares, (d) shared power to dispose or to direct the disposition of 1,111,118 shares and aggregate amount beneficially owned by each reporting person 51,783,228 shares.

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