¨	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:

(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 approve, on an advisory basis, the Company’s executive compensation;

3.	To ratify the appointment of Ernst & Young LLP (“EY” or the “Independent Registered Public Accounting Firm”) as the independent auditors of the Company for fiscal year 2018;

4.	To ratify the special meeting provisions in the Company’s By-Laws;

5.	If properly presented, to vote on a nonbinding Stockholder proposal seeking an assessment relating to a two degree scenario and impacts on the Company’s business; and

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

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•

AES 2015 Advisory Approval from our Stockholders to Adopt Special Meeting By-Laws with a 25% Threshold. At the 2015 Annual Meeting of Stockholders, AES included a management proposal for our Stockholders to approve, on an advisory basis, By-Laws granting Stockholders holding at least 25% of our stock the right to call a special meeting (the “25% Threshold”). At that same Annual Meeting, we included a Stockholder proposal in our proxy materials requesting that our Stockholders approve the adoption of By-Laws providing for Stockholders holding 20% of our common stock to call a special meeting. Our Stockholders overwhelmingly voted “FOR” management’s proposal to adopt special meeting By-Laws at the 25% Threshold (approximately 70%), while the Stockholder proposal only received approximately 36% of “FOR” votes.

•

AES Executed on our Stockholders’ Wishes and Adopted Special Meeting By-Laws with a 25% Threshold. Following the 2015 Annual Meeting, the Company engaged in discussions regarding the management-sponsored special meeting proposal with a number of our Stockholders that, in the aggregate, held nearly half of our outstanding stock. Based on the overwhelming response from our Stockholders at the 2015 Annual Meeting and the support expressed during our follow-up communications with a significant portion of our Stockholder base, the Board amended the By-Laws to provide a right for Stockholders holding at least 25% of our stock to call a special meeting. Our adoption of the special meeting By-Laws followed a more than year-long process of Stockholder outreach, internal and external consultant deliberation, and expense, and ultimately represented the final step in our effort to adopt special meeting By-Laws that comported with the predominant wishes of our Stockholders.

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•	Anticipated Business Portfolio Reduction of Carbon Intensity Levels by 25% from 2016 to 2020 and by 50% from 2016 to 2030. AES has disclosed that future growth across our Company will be heavily weighted toward less carbon-intensive solar, wind and gas generation, including detailed disclosures as to how AES will accomplish these goals, as more fully described in this Proxy Statement.

•	No New Coal-Fired Power Generation. AES does not intend to develop new coal plants, and in 2017, we announced the sale or retirement of 31%, or 4.5 gigawatts (“GW”), of our total coal-fired capacity.

•	Lowered Global Portfolio Carbon Emissions by 15% from 2012 to 2016. Through our long-term strategy to grow and expand our business, AES accomplished a significant reduction in carbon emissions from its portfolio in recognition of, and in anticipation of, market and regulatory developments.

•

Strategic Planning to Increase Renewables, Energy Storage and Natural Gas Capacity. We continue to reshape our portfolio toward the short- and long-term goals of reducing our overall carbon intensity by increasing renewables, energy storage and natural gas capacity, We are already a global leader in battery-based energy storage to support the integration of renewables, and together with Alberta Investment Management Corporation (AIMCO) we acquired sPower, a leading solar power developer with 1.3GW of solar and wind projects in the U.S. and an additional 10 GW of renewables in its pipeline.

•

Brought New Energy Solutions to Markets We Serve. We recently entered into significant transactions to expand our renewables portfolio, including: (i) the acquisition of sPower; (ii) the creation together with Siemens of Fluence, a leading global energy storage technology and services company; and (iii) substantial investments in natural gas, renewables, battery-based energy storage, and retrofits, including adding 611 megawatts (“MW”) of renewable capacity to a wind facility in Brazil in 2017 and a 2.5 GW development pipeline in Mexico.

•

AES Provides Clear and Transparent Disclosure About Our Numerous Environmental and Sustainability Initiatives to Enhance the Value of our Business for Stakeholders. We provide extensive public disclosures on our approach to sustainability initiatives and technological and regulatory changes, including their potential impacts on our business. The Strategy Presentation, along with AES’ Form 10-K and prior reports, details our plans and progress toward reducing carbon emissions from our business, and describes how we provide affordable, sustainable energy to our customers in 16 countries.

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•	Compensation Committee;

•	Financial Audit Committee;

•	Nominating, Governance and Corporate Responsibility Committee;

•	Innovation and Technology Committee; and

•	Strategy and Investment Committee.

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•	review and evaluate at least annually the performance of the CEO and other executive officers of the Company, including setting goals and objectives, and to set executive compensation, including incentive awards and related performance goals;

•	provide oversight of the Company’s executive compensation and benefit plans and practices;

•	make recommendations to the Board to modify AES’ executive compensation and benefit programs to align with the Company’s compensation goals;

•	review, discuss and make recommendations to the Board on say on pay and say on frequency matters and Stockholder engagement;

•	assess the stock ownership guidelines for executive officers; and

•	review Management’s succession planning.

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•	the integrity of the financial statements of the Company and its subsidiaries;

•	the effectiveness of the Company’s internal control over financial reporting;

•	the Company’s compliance with legal and regulatory requirements;

•	the qualifications, independence and performance of the Company’s independent registered public accounting firm (the “Independent Auditor”);

•	the performance of the Company’s internal audit function; and

•	to prepare the audit committee report included in the Company’s annual Proxy Statement.

•	identify and provide recommendations for potential Director nominees for election to the Board;

•	advise the Board with respect to Board composition, procedures and committees;

•	develop and recommend to the Board corporate governance guidelines applicable to the Company;

•	establish and administer programs for evaluating the performance of Board members;

•	review the fees paid to outside directors for their services on the Board and its Committees;

•	consider governance and social responsibility issues relating to the Company;

•	review of the Company’s contributions to trade associations, including any amounts related to political activities and lobbying expenses, and review of other political contributions or expenditures, if any, by the Company;

•	provide oversight of the Company’s cybersecurity program and related issues; and

•	oversee the Company’s environmental and safety and audit programs.

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•	the Company’s efforts to foster growth through innovation;

•	the Company’s efforts to identify and assess risks and opportunities in the power industry and adjacent industries arising from emerging or competing technologies; and

•	the Company’s approach to replication of innovative solutions across businesses.

•	strategic plans;

•	capital deployment in the context of the Company’s corporate strategy; and

•	review of individual transactions at the request of the Board.

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•	The Company’s Chief Financial Officer provides a report on the Company’s financial performance and outlook, which may include an analysis of key external and internal drivers of performance, the Company’s liquidity position, prospective sources and uses of funds, and the implications to the Company’s debt covenants and credit rating, if any.

•	The Chief Operating Officer provides operational reports, which may include risks related to tariffs, efficiency at our subsidiaries’ plants, performance of our subsidiaries’ distribution businesses, and related matters.

•	The Company’s Vice President of Risk provides a report to the Board which explains the Company’s primary risk exposures, including currency, commodity, hydrology, and interest rate risk.

•	The Company’s Senior Vice President for Global Engineering and Construction provides a report on construction projects which highlights the progress achieved and risks that may cause delays and increases in costs.

•	Finally, the Company’s General Counsel provides a privileged dispute resolution report, which provides information regarding the status of the Company’s litigation and related matters.

•	In addition to the regular reports from Committee Chairpersons, the Board receives reports on specific areas of risk from time to time, such as regulatory, geopolitical, cyclical, or other risks.

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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 risk the Related Person Transaction may pose to the Company; and

•	any other relevant information.

•

Where to send Stockholder proposals. Any Stockholder proposal intended to be considered for inclusion in the Company’s proxy materials for the 2019 Annual Meeting of Stockholders must comply with the requirements of Rule 14a-8 of the Exchange Act and be submitted in writing by notice delivered to the Office of the Corporate Secretary, located at The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia 22203.

•

Deadline for Stockholder proposals. Stockholder proposals submitted pursuant to Rule 14a-8 must be received at our principal executive offices at least 120 days before the anniversary of the mailing of the prior year’s proxy material (i.e., by November 9, 2018), unless the date of our 2019 Annual Meeting of Stockholders is changed by more than 30 days from April 19, 2019 (the one-year anniversary date of the 2018 Annual Meeting), in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials.

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•	Information to include in Stockholder proposals. Stockholder proposals must conform to and set forth the specific information required by Rule 14a-8 of the Exchange Act.

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Stockholder nomination of Directors. As described in Section 9.01 of our By-Laws, nominations of persons eligible for election to the Board may be made at any annual meeting of Stockholders or at any special meeting of Stockholders called for the purpose of electing Directors by any Stockholder who provides the required notice; provided that the notice meets the information, timing and other requirements set forth in Section 9.01(C) of our By-Laws and that the Stockholder continues to be a Stockholder at the time of the meeting.

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Timing for notice (other than proxy access procedures). The written notice required with respect to any nomination (including the completed and signed questionnaire, representation and agreement discussed below) must be given, either by personal delivery or by United States mail, postage prepaid, to the Office of the Corporate Secretary at the address set forth above (a) with respect to an election to be held at an annual meeting of Stockholders, generally not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (as provided above) and (b) with respect to an election to be held at a special meeting of Stockholders for the election of Directors (other than a Stockholder Requested Special Meeting, as such term is defined in the By-Laws), the close of business (as defined in the By-Laws) on the seventh day following the earlier of (i) the date on which notice of such meeting is first given to Stockholders and (ii) the date on which a public announcement (as defined in Section 2.15(D) of the Company’s By-Laws) of such meeting is first made. In no event shall an adjournment, recess or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a Stockholder’s notice.

•

Deadline for notice. The Stockholder notice must be delivered to the Office of the Corporate Secretary not later than the close of business on the 120th day, nor earlier than the close of business on the 150th day, prior to the first anniversary of the preceding year’s annual meeting. In the event the annual meeting is more than 30 days before or after such anniversary date, or if no annual meeting was held in the preceding year, the Stockholder notice must be so delivered not earlier than the close of business on the 150th day prior to such annual meeting and not later than the close of business on the later of the 120th day prior to such annual meeting, or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. In no event shall an adjournment or recess of an annual meeting, or a postponement of an annual meeting for which

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•	Other conditions. The ability to include proxy access nominees in the Company’s proxy materials is subject to a number of requirements, conditions and limitations that are set forth in the By-Laws.

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•	promote the recruitment of talented and experienced Directors to the AES Board;

•	compensate outside Directors for the increased workload inherent in a public board Director position; and

•	retain a strong financial incentive for Directors to maintain and promote the long-term health and viability of the Company.

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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. Mr. Ubben was elected to the Board on January 17, 2018 and accordingly was not paid any compensation in 2017.

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(2)	Directors elected at the 2017 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 above. Directors may also elect to defer Committee fees in the form of stock units.

(3)

This column includes the aggregate grant date fair value of Director stock unit awards granted in 2017 pursuant to (i) the 34% mandatory annual retainer deferral into stock units, and (ii) as further described in “Director Compensation for Year 2017” above, the additional incremental value resulting from Directors electing to defer more than 34% of their annual retainer and being credited with 1.3 or 1.9 times, as applicable, of 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 16 to the financial statements contained in the AES Form 10-K.

(5)	Mr. Lader’s term ended April 19, 2017. He did not earn and was not paid any compensation for the 2017-2018 Board Year.

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•	AES’ philosophy is to target total compensation opportunities at approximately the 50th percentile of companies similar in industry and size.

•	With over half of NEO compensation in variable incentives, actual compensation only exceeds the 50th percentile when AES exceeds performance goals and creates commensurate stockholder value.

•	Pre-established formulas are used to determine 100% of the annual incentive payout for NEOs (all payouts associated with measures weighted in the Safety, Financial, Strategic & Operational categories are determined via formula).

•	Overall, 2017 annual incentive plan payouts were above the target opportunity based on actual performance, driven primarily by Adjusted EPS, Proportional Free Cash Flow and Parent Free Cash Flow above the midpoint of our expectations for 2017.

•	Results on other measures were more mixed, with our Safety, Growth and AES Energy Star Program performance at or above the target goals, while Operational Key Performance Indicator (“KPI”) and Construction Program results were below the target goals.

•	The Summary Compensation Table reports the Grant Date Fair Market Value of equity-based compensation awards.

•	However, the actual value realized from these awards can decline significantly if the share price declines after grant, or the Company does not attain some or all of the pre-established performance targets associated with the awards.

•	Based on actual performance the value of equity awards at vesting may decline, including our relative Total Stockholder Return performance stock units, which were forfeited in their entirety for each of the three-year performance periods ending in 2015-2017. Actual compensation earned by our NEOs has been below the Summary Compensation Table reported values for the last three years.

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•	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.

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•	The U.S. General Industry Database which consisted of other companies with international operations

•	The U.S. Energy Industry Database which consisted of primarily power generation and distribution companies

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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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•	Compensation philosophy which emphasizes alignment between executive compensation and Stockholder value creation

•	Long-term strategic and financial objectives

•	Goal of retaining our NEOs

•	Review of relevant market practices

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•	S&P 500 Utilities Index - 50%

•	S&P 500 Index - 25%

•	MSCI Emerging Markets Index - 25%

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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, 2015 to December 31, 2017; and

•	50% of the target number of shares was based on the achievement of the Company’s cumulative EBITDA less Maintenance & Environmental CapEx (“EBITDA less CapEx”) target for the 2015-2017 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 based entirely on quantifiable goals and (2) in the long-term, through the payment of awards, the value of which are tied directly to AES share price performance;

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

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

•	We have stock ownership guidelines 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.

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•	Good balance of fixed and variable pay opportunities;

•	Capped incentive plans;

•	Multiple incentive measures;

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

•	Mix of measurement time periods;

•	Long-term stock ownership requirements and holding requirements;

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

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

•	Moderate severance program; and

•	Clawback policy.

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

(1)

Based on actual performance and the value of equity awards at vesting, including our relative Total Stockholder Return performance stock units which were forfeited in their entirety for each of the three-year performance periods ending in 2015-2017, actual compensation earned by our NEOs has been below the Summary Compensation Table reported values. The below table reflects the aggregate value reported in the Summary Compensation Table during fiscal years 2017, 2016 and 2015, as well as compensation actually earned (W-2 income), during that same period. Ms. Hackenson is excluded as a result of her termination during 2017.

(2)	The base salary earned by each NEO during fiscal years 2017, 2016 and 2015, as applicable.

(3)

Aggregate grant date fair value of performance stock units, performance cash 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 16), or Management’s Discussion & Analysis, as appropriate, contained in the AES Form 10-K which also includes information for 2015 and 2016. Assuming the maximum market and financial performance conditions are achieved, and in the case of performance stock units the share price at grant, the maximum value of performance stock units and performance cash units granted in fiscal year 2017, and payable upon completion of the 2017-2019 performance period, is shown below.

(4)

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 16), or Management’s Discussion & Analysis, as appropriate, contained in AES’ Form 10-K which also includes information for 2015. No stock options were granted in 2016 and 2017.

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(5)	The value of all non-equity incentive plan awards earned during the 2017 fiscal year and paid in 2018, which includes awards earned under our Performance Incentive Plan (our annual incentive plan).

(6)	All Other Compensation includes Company contributions to both qualified and non-qualified defined contribution retirement plans and, in the case of Elizabeth Hackenson, severance payments.

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*	Table excludes the All Other Option Awards and Exercise or Base Price of Option Awards, as no Stock Options were granted in 2017.

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(1)

Each NEO received an award under the Performance Incentive Plan (our annual incentive plan) in 2017. 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 0% 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 2019. Subsequent to Ms. Hackenson’s separation from the Company, her 2017 Performance Incentive Plan payment was forfeited.

(2)

Each NEO received Performance Stock Units on February 24, 2017 awarded under the 2003 Long-Term Compensation Plan. These units vest based on the financial performance condition of Proportional Free Cash Flow for the three year period ending December 31, 2019 (as more fully disclosed in the “Long-Term Compensation” section of this Proxy Statement). The second row of data for each NEO shows the total number of AES shares at threshold, target, and maximum. At threshold, the vesting percentage is 0%. At maximum performance, the vesting percentage is 200%. Straight line interpolation is applied for performance between the threshold and target and between the target and maximum.

(3)	Each NEO received restricted stock units on February 24, 2017 awarded under the 2003 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. Subsequent to Ms. Hackenson’s separation from the Company, her 2017 Restricted Stock Units were forfeited.

(4)

Aggregate grant date fair value of performance stock units, performance cash units, and restricted stock units 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 valuation may be found in our financial statements, footnotes to the financial statements (footnote 16), or Management’s Discussion & Analysis, as appropriate, contained in the AES Form 10-K which also includes information for 2015 and 2016. Assuming the maximum market and financial performance conditions are achieved, and in the case of performance stock units the share price at grant, the maximum value of performance stock units and performance cash units granted in fiscal year 2017, and payable upon completion of the 2017-2019 performance period, is shown in the Summary Compensation Table notes.

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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. Valued using closing price on the last business day of the fiscal year (December 29, 2017) of $10.83.

(1)	Option grant made on February 20, 2015 vests in one final installment on February 20, 2018. Ms. Hackenson’s Options forfeited upon her termination and were no longer outstanding on December 31, 2017.

(2)	No Stock Options were granted in 2017 or 2016 to the NEOs.

(3)	Included in this item are:

a.	A restricted stock unit grant made to all NEOs on February 20, 2015 that vests in one final installment on February 20, 2018.

b.	A restricted stock unit grant made to all NEOs on February 19, 2016 that vests in two installments on February 19, 2018 and February 19, 2019.

c.	A restricted stock unit grant made to all NEOs on February 24, 2017 that vests in three installments on February 24, 2018, February 24, 2019 and February 24, 2020.

(4)	Included in this item are:

a.	Performance stock units granted to all NEOs on February 19, 2016 and February 24, 2017 which vest based on the financial performance condition of AES’ three-year cumulative Proportional Free Cash Flow, and three-year service conditions (but only when and to the extent financial performance conditions are met).

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(1)	Vesting of stock awards in 2017 consisted of separate grants shown in the following table.

(a)

The February 20, 2015 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, 2017 which resulted in performance of 20.31% of target. Final certification of results and distribution of shares occurred in the first quarter of 2018. For purposes of this Proxy Statement, the performance stock units vested at that performance level as of December 31, 2017 at the closing stock price of $10.83.

(b)	The February 21, 2014 restricted stock unit grant vests in three equal installments on the anniversary of the grant date. The third vesting occurred on February 21, 2017 at a vesting price of $11.78.

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(c)	The February 20, 2015 restricted stock unit grant vests in three equal installments on the anniversary of the grant date. The second vesting occurred on February 20, 2017 at a vesting price of $11.46.

(d)	The April 23, 2015 restricted stock units granted to Messrs O’Flynn and Da Santos vests in two equal installments on the second and third anniversaries of the grant date. The first vesting occurred on February 23, 2017 at a vesting price of $11.38.

(e)	The February 19, 2016 restricted stock unit grant vests in three equal installments on the anniversary of the grant date. The first vesting occurred on February 19, 2017 at a vesting price of $11.46.

(1)	Amounts in this column represent elective contributions to the Restoration Supplemental Retirement Plan (“RSRP”) in 2017.

(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 2017 row of the “All Other Compensation” column of the Summary Compensation Table.

(3)	Amounts in this column represent investment earnings under the RSRP.

(4)	Amounts in this column represent distributions from the RSRP.

(5)	Amounts in this column represent the balance of amounts in the RSRP at the end of 2017.

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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

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

•	The in-the-money value of unvested stock options granted in February 2015;

•	The value of outstanding performance stock units granted in February 2016 and 2017 at the target payout level;

•	The value of outstanding performance cash units granted in February 2016 and 2017 at the target payout level;

•	The value of outstanding restricted stock units granted in February 2015, 2016 and 2017; and

•	For Messrs O’Flynn and Da Santos, the value of outstanding restricted stock units granted in April 2015.

(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 2017, based on the coverage in place at the end of December 2017. 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, or in the case of Mr. Gluski, for Good Reason, or a qualifying termination following a change-in-control, the NEOs are eligible for outplacement benefits. The estimated value of this benefit is $25,000.

(5)	Elizabeth Hackenson departed from the Company on June 30, 2017. As a result of her departure she was eligible for severance benefits under the AES Executive Severance Plan. She received a cash payment of $808,450, which was based on one year of base salary and the target value of her 2017 Performance Incentive Plan award. All payments were made in accordance with the AES Executive Severance Plan.

•	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

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•	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;

•	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.

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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 16, 2018, are deemed to be outstanding and beneficially owned by the person holding such Options, units or other securities. Such underlying shares of Common Stock are deemed to be outstanding for the purpose of computing such person’s ownership percentage, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

(2)

Includes (a) the following shares issuable upon exercise of Options outstanding as of February 22, 2018 that are able to be exercised on or before April 16, 2018: Mr. Harrington – 0 shares; Dr. Johnson – 0 shares; Dr. Khanna – 0 shares; Ms. Koeppel - 0 shares; Mr. James Miller – 19,280 shares; Mr. Monié – 30,441 shares; Mr. Morse – 0 shares; Dr. Naím – 0 shares; Mr. Rossotti – 0 shares; Mr. Gluski – 2,451,583 shares; Mr. O’Flynn – 693,313 shares; Mr. Brian Miller – 607,440 shares; Ms. Hackenson – 0 shares; Mr. Da Santos – 118,191 shares; Ms. Mendoza – 112,921; all Directors and Executive Officers as a group – 4,101,069 shares; (b) the following units issuable under The AES 2003 Long Term Compensation Plan, including The AES Corporation Deferred Compensation Plan for Directors: Mr. Harrington – 99,471 units; Dr. Johnson – 130,228 units; Dr. Khanna – 181,663 units; Ms. Koeppel – 73,347 units; Mr. Lader – 244,560 units; Mr. James Miller – 85,372 units; Mr. Monié – 18,290 units; Mr. Morse – 187,559 units; Dr. Naím – 95,373 units; Mr. Rossotti – 344,175 units; Mr. Ubben – 7,864 units; all Directors as a group 1,467,902 units; (c) the following shares held in The AES Retirement Savings Plan: Mr. Gluski – 26,313 shares; Mr. O’Flynn – 9,242 shares; Mr. Brian Miller – 43,216 shares; Ms. Hackenson – 0 shares; Mr. Da Santos – 25,035 shares; Ms. Mendoza – 22,603and all Executive Officers as a group – 135,905 shares.

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

(4)

Includes 1,529,500 shares held by ValueAct Spring Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Spring Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Spring Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Jeffrey W. Ubben is a member of the management board of ValueAct Holdings GP, LLC.

(5)

Based solely on information furnished in the Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 2, 2018, in which Vanguard reported that it had (a) sole power to vote or to direct the vote on 907,406 shares, (b) shared power to vote or to direct the vote on 148,880 shares, (c) sole power to dispose or to direct the disposition of 72,232,112 shares, and (d) shared power to dispose or to direct the disposition of 1,023,575 shares, with an aggregate amount beneficially owned by the reporting person of 73,255,687 shares.

(6)

Based solely on information furnished in the Schedule 13G/A filed by BlackRock Inc. and certain of its affiliates (“BlackRock”) with the SEC on January 23, 2018, in which BlackRock reported that it had (a) sole power to vote or to direct the vote on 57,997,350 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 63,704,337 shares, and (d) shared power to dispose or to direct the disposition of 0 shares, with an aggregate amount beneficially owned by the reporting person of 63,704,337 shares.

(7)

Based solely on information furnished in the Schedule 13G filed by FMR, LLC (“Fidelity”) with the SEC on February 13, 2018, in which Fidelity reported that it had (a) sole power to vote or to direct the vote on 2,550,619 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 43,519,510 shares, and (d) shared power to dispose or to direct the disposition of 0 shares, with an aggregate amount beneficially owned by the reporting person of 43,519,510 shares.

(8)

Based solely on information furnished in the Schedule 13G filed by Capital International Investors with the SEC on February 14, 2018, in which Capital International Investors reported that it had (a) sole power to vote or to direct the vote on 36,241,331 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 38,145,080 shares, and (d) shared power to dispose or to direct the disposition of 0 shares, with an aggregate amount beneficially owned by the reporting person 38,145,080 shares.

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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 have the ability to require the Company to call a special meeting of the Stockholders.

•	Stock ownership is determined under a “net long” standard to provide assurance that Stockholders seeking to call a special meeting possess 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.

•	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 the By-Laws.

•	The special meeting right is 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 during the period commencing 90 days prior to the first anniversary of the prior year’s annual meeting and ending on the date of the next annual meeting of Stockholders.

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•	T. Rowe Price indicates in its current voting guidelines that it will vote against any Stockholder proposal seeking to reduce the ownership threshold required to call a special meeting, if the company already has in place a threshold of no more than 25% (which AES does).

•	BlackRock states in its 2018 voting guidelines that Stockholders should have the right to call a special meeting in cases where a reasonably high proportion of Stockholders (typically a minimum of 15% but no higher than 25%) are required to agree to such a meeting before it is called, in order to avoid the waste of corporate resources.

•	Fidelity generally will vote against a Stockholder proposal if the ownership threshold required to call a special meeting is less than 25% of the outstanding stock.

•	State Street Global Advisors’ current voting guidelines provide that it will support a Stockholder proposal relating to the adoption of special meeting provisions if the company’s threshold to call a special meeting is above 25% (which is not the case with AES).

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•	How AES could adjust its capital expenditure plans to align with a two degree scenario; and

•	Plans to integrate technological, regulatory and business model innovations such as electric vehicle infrastructure, distributed energy sources (storage and generation), demand response, smart grid technologies, and customer energy efficiency as well as corresponding revenue models and rate designs.

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•

No New Coal-Fired Power Generation. AES does not intend to develop new coal plants, and in 2017, we announced the sale or retirement of 31% of our total coal-fired capacity (4.5 GW). By fiscal year-end 2020, we expect only 30% of our portfolio to be comprised of coal (as compared to 41% at fiscal year-end 2015). Further, we have made a $1.4 billion investment to transform Indianapolis Power & Light Company’s (“IPL”) generation fleet from coal to natural gas (once the investment program is completed in 2018, 45% of IPL’s portfolio will utilize natural gas), which will increase efficiency and reduce carbon and other emissions.

•	Lowered Global Portfolio Carbon Emissions by 15% from 2012 to 2016. Through our long-term strategy to grow and expand our business, AES has already accomplished a significant reduction in carbon emissions from its portfolio in recognition of, and in anticipation of, market and regulatory developments.

•

Increasing Renewable and Natural Gas Capacity. We have continued to reshape our portfolio toward the goal of reducing our overall carbon intensity by increasing renewable and natural gas capacity. We are expecting to add up to 8.3 GW of new capacity in renewables and natural gas by 2020. Our portfolio of renewables and natural gas is expected to increase to 66% by fiscal year-end 2020 (as compared to 55% at fiscal year-end 2015). We believe that investing in natural gas and renewable projects makes sense for our business and will reduce the carbon intensity of our portfolio.

•

Brought New Energy Solutions to Markets We Serve. As further described below, we have recently entered into significant transactions to expand our renewables, including: (i) the acquisition of sPower, the largest independent solar developer in the U.S.; (ii) the creation of Fluence, a leading global energy storage technology and services company; and (iii) substantial investments in natural gas, renewables, battery-based energy storage, and retrofits (including, without limitation, adding 611 MW of renewable capacity to a wind facility in Brazil in 2017 and a 2.5 GW development pipeline in Mexico).

•

AES is Clear and Transparent About Our Numerous Environmental and Sustainability Initiatives to Enhance the Value of our Business for Stakeholders. We provide extensive public disclosures on our approach to sustainability initiatives and technological and regulatory changes, including their potential impacts on our business. The Strategy Presentation, along with prior reports, detail our plans and progress toward reducing carbon emissions from our business, and describe how we are providing affordable, sustainable energy to our customers in 16 countries. These presentations were developed with support and oversight from the AES Board, and evidence our commitment at the highest level to sustainability initiatives.

•

Recognition by Third-Parties for AES Sustainability Efforts. As a result of these ongoing efforts and disclosures regarding sustainability, AES continues to be favorably recognized by third-party leaders in the global sustainability movement, including CERES, The Dow Jones Sustainability Index, CDP (formerly known as Carbon Disclosure Project), FTSE4Good, and as one of Ethisphere’s World’s Most Ethical Companies.

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•	Meet or exceed the requirements of environmental rules and regulations imposed by local, regional, and national governments and by participating financial institutions;

•	Meet or exceed our own environmental standards, as set forth in our numerous programs and policies;

•	Plan and budget for investments that achieve sustainable environmental impacts; and

•	Strive to continually improve environmental performance at every business.

•

Increased Investment in Renewables. In 2017, AES and Alberta Investment Management Corporation (AIMCo) completed the joint acquisition of sPower, a leading independent solar power developer in the United States at the time of acquisition. sPower has 1.3 GW of solar and wind projects across 11 states, with an additional 10 GW of renewables in its development pipeline. Adding sPower to our portfolio reduced AES’ carbon intensity by 2% during 2017 and the portion of our total generation attributable to coal-fired power plants by 1.5%. Moreover, sPower’s robust development pipeline and expertise will allow us to significantly grow our renewables portfolio in the coming years. In addition, we are developing solar plus energy storage projects in Hawaii, utilizing 47 MW of solar photovoltaic (PV) capacity and 34 MW of five-hour duration battery-based energy storage, allowing for emissions-free energy for most of the day and night.

•

Technological Change. We are a world leader in battery-based energy storage with more than 10 years of experience in developing energy storage solutions. Energy storage helps integrate renewable energy sources, such as wind and solar, to add zero emissions solutions to the power grid and thereby ensure grid stability and reliable power. The size of the energy storage market is expected to grow rapidly and reach $100 billion by 2030, according to Bloomberg New Energy Finance. In January 2018, we partnered with Siemens to form Fluence, a new global energy storage technology and services company. Fluence has 485 MW in operation, construction or advanced development, with projects in 15 countries. Through a sales partnership with the Siemens global sales force, we believe that Fluence will be able to sell energy storage solutions and services in up to 160 countries as this market continues to grow.

•	Improving Environmental Performance. Our current strategy includes growth projects currently underway that will significantly reduce our carbon emissions. These projects include:

◦	A $1.4 billion investment at IPL, which significantly upgraded IPL’s power generation fleet and converted coal and oil plants to natural gas and reduced SO2, NOx, mercury, and particulate matter emissions by over 50% from 2013 to 2017;

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◦	A $2.3 billion repowering project for AES Southland, including a 1,284 MW combined-cycle natural gas power plant and 100 MW of energy storage capacity, which will increase fuel efficiency by 50%, reduce use of ocean water by 100%, and reduce the need for fresh water by 65%; and

◦	Continued investments in liquefied natural gas (LNG) opportunities to provide cleaner alternatives to countries that predominantly rely on oil-fueled power generation, including in the Dominican Republic, where oil-fired generation plants were converted to run on natural gas. Since 2003, these conversions have reduced CO2 emissions by more than 4 million tons.

•

Annual CDP Disclosure. Each year, we voluntarily respond to, and publish on our website, the annual Climate Change CDP questionnaire. We consistently have received high scores from CDP, including an A- in 2017, which positions us within the 25% highest scoring companies in the Electric Utilities sector (over 90 companies) and 22% of the highest scoring companies responding to CDP (over 2,400 companies). Our “Leadership” status with CDP evidences our thorough understanding of risks and opportunities related to climate change, as well as how we have formulated and implemented strategies to mitigate or capitalize on these risks and opportunities.

•

Sustainability Reports. Since 2012, we have voluntarily published on our website sustainability reports that follow the G4 Sustainability Reporting Guidelines standards (GRI). Our sustainability reports provide information specifically related to our environmental management and focus on the reduction of GHGs and other air emissions, and detail how we have adjusted our business and operations to be consistent with limiting emissions and have integrated our use of low carbon technologies, such as battery storage and grid modernization.

•

Sustainability Disclosures in Filings with the SEC. We provide robust disclosure around climate change and carbon risk in our SEC disclosures, including our Annual Report on Form 10-K. These expansive disclosures describe current and potential litigation related to carbon emissions, our subsidiaries’ emissions for our United States and global businesses, potential environmental impacts related to our subsidiary plants under construction, and the risks associated with carbon emissions.

•

Accolades and Recognition. We have received numerous recognitions for our existing climate change disclosures and sustainability efforts. In 2017, AES was again named to the Dow Jones Sustainability Index (“DJSI”) for North America, with 2017 being the fourth year in a row that AES was included in the DJSI for North America. In 2017, AES also was named to Ethisphere’s list of “World’s Most Ethical Companies” for the fourth year in a row and is one of only six companies in our category - Energy & Utilities - to receive this honor. Also in 2017 AES was named a constituent of the FTSE4Good Index series, which is designed to measure the performance of companies demonstrating strong Environmental, Social and Governance (ESG) practices. Additionally, CERES, a non-profit organization advocating for sustainability leadership, highlighted AES’ climate change disclosures in a report titled, “Cool Response: The SEC and Corporate Climate Change Reporting.” In that report, CERES reviewed the quality of SEC climate change disclosures over the prior five years and ranked one of AES’ Annual Reports as containing “the best disclosure over the study period” and used AES’ disclosures as a benchmark perfect “100” score with “all other scores normalized against this standard.” [Emphasis added].

•

Sustainability Website. Our sustainability website (http://www.aes.com/sustainability/sustainability-overview/default.aspx) provides information focusing on specific areas within the context of five broad strategic initiatives: Financial Excellence, Operational Excellence, Environmental Performance, Stakeholder Engagement, and AES People, including relating to our Environmental Policy, identification of material issues relating to “Environmental Performance,” which include air emissions; information about external recognition from AES stakeholders for the Company’s ongoing performance improvements; and examples of environmental management to mitigate or reduce environmental impact.

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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 via 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 26, 2018, serves as proof of stock ownership and may be presented in lieu of an admission ticket.

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(1)	in the case of any Stockholder Requested Special Meeting at which director nominations are proposed to be presented, the information required by Sections 2.16 and 9.01 of these By-Laws; and/or

(2)	in the case of any Stockholder Requested Special Meeting at which any business other than nominations of persons for election to the Corporation’s Board of Directors is proposed to be presented, the information required by Sections 2.15 and 2.16 of these By-Laws (which shall be in addition to the information required by Section 9.01 if director nominations are also proposed to be considered); and

(3)

(a) as to each stockholder of the Corporation signing such request, or if such stockholder is a nominee or custodian, the beneficial owner(s) on whose behalf such request is signed, (i) an affidavit by each such person stating the number of shares of capital stock of the Corporation that it Owns (as defined below) as of the date such request was signed and agreeing to continue to Own such number of shares of capital stock through the date of the Stockholder Requested Special Meeting and an agreement by such person to update and supplement such affidavit as of the record date for the Stockholder Requested Special Meeting, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting; provided that in the event of any decrease in the number of shares of capital stock of the Corporation Owned by such person at any time before the Stockholder Requested Special Meeting, such person’s Special Meeting Request shall be deemed to have been revoked with respect to such shares of capital stock of the Corporation comprising such reduction and shall not be counted towards the calculation of the Requisite Percent, and (ii) a statement stating whether it intends to maintain Ownership of the Requisite Percent of 3 capital stock of the Corporation for at least one year following the Stockholder Requested Special Meeting, and (b) as to the stockholder seeking to call the special meeting (or the person on whose behalf the stockholder is acting, as applicable) or any stockholder or beneficial owner who has solicited other stockholders to request the special meeting, the information required under Sections 2.15 and 2.16 as to such stockholder or beneficial owner.

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