Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2014

THE AES CORPORATION

(Exact name of Registrant as specified in its charter)




Delaware	001-12291	54-1163725
(State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification No.)

4300 Wilson Boulevard, Suite 1100 Arlington, Virginia		22203
(Address of principal executive offices)		(Zip code)

(703) 522-1315

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2014, The AES Corporation (“AES” or the “Company”) announced that (i) Andrew Vesey, Executive Vice President and Chief Operating Officer, resigned from that position and would remain an employee of AES until December 31, 2014 and (ii) Mr. Bernerd Da Santos was appointed the Acting Chief Operating Officer of the Company effective December 1, 2014. AES reported both events in a Current Report on Form 8-K filed on November 17, 2014.

On December 12, 2014, Mr. Da Santos was appointed as Senior Vice-President & Chief Operating Officer on a permanent basis effective in January of 2015. In connection with his appointment, the Company approved the following compensation arrangements for Mr. Da Santos:


•	Annual base salary of $380,000;


•	Annual target bonus opportunity of 80% of his base salary, which will be subject to the attainment of pre-established performance goals;


•	Annual target long-term compensation opportunity of 140% of his base salary.


•

Mr. Da Santos is eligible for benefits similar to those of existing AES executives, including, without limitation, participation in the Company’s Amended and Restated Executive Severance Plan. Mr. Da Santos is also subject to AES’ share ownership guidelines.



Item 9.01		Financial Statements and Exhibits

(d)	Exhibits




Exhibit No.		Description
99.1		Press release, dated as of December 15, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	THE AES CORPORATION (Registrant)

Date: December 15, 2014	By:	/s/ Brian A. Miller

		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX



Exhibit No.		Description

99.1		Press Release, dated December 15, 2014

Press Release

Investor Contact: Ahmed Pasha 703-682-6451

Media Contact: Amy Ackerman 703-682-6399

AES Appoints Bernerd Da Santos Senior Vice President and Chief Operating Officer

ARLINGTON, Va. December 15, 2014 – The AES Corporation (NYSE: AES) announced today that Bernerd Da Santos has been appointed Senior Vice President and Chief Operating Officer, effective January 1, 2015. Mr. Da Santos has been serving as Acting Chief Operating Officer since December 1, 2014.

“Bernerd’s 30 years of experience in the electric utilities industry and in-depth knowledge of AES’ businesses, provides him with an ideal background to continue improving upon AES’ history of operational excellence,” said Andrés Gluski, AES President and Chief Executive Officer.

Since joining AES in 2000, Mr. Da Santos has held several positions, including Chief Financial Officer of Global Finance Operations, Managing Director of Finance for Latin America, Chief Financial Officer of Latin America and Africa and Chief Financial Officer of Global Utilities.

About AES

The AES Corporation (NYSE: AES) is a Fortune 200 global power company. We provide affordable, sustainable energy to 20 countries through our diverse portfolio of distribution businesses as well as thermal and renewable generation facilities. Our workforce of 17,800 people is committed to operational excellence and meeting the world’s changing power needs. Our 2013 revenues were $16 billion and we own and manage $40 billion in total assets. To learn more, please visit www.aes.com. Follow AES on Twitter @TheAESCorp.

Safe Harbor Disclosure

This news release contains forward-looking statements within the meaning of the Securities Act of 1933 and of the Securities Exchange Act of 1934. Such forward-looking statements include, but are not limited to, those related to future earnings, growth and financial and operating performance. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES’ current expectations based on reasonable assumptions. Forecasted financial information is based on certain material assumptions. These assumptions include, but are not limited to, our accurate projections of future interest rates, commodity price and foreign currency pricing, continued normal levels of operating performance and electricity volume at our distribution companies and operational performance at our generation businesses consistent with historical levels, as well as achievements of planned productivity improvements and incremental growth investments at normalized investment levels and rates of return consistent with prior experience.

Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in AES’ filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the risks discussed under Item 1A “Risk Factors” and Item 7: Management’s Discussion & Analysis in AES’ 2013 Annual Report on Form 10-K and in subsequent reports filed with the SEC. Readers are encouraged to read AES’ filings to learn more about the risk factors associated with AES’ business. AES undertakes no

obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Any Stockholder who desires a copy of the Company’s 2013 Annual Report on Form 10-K dated on or about February 25, 2014 with the SEC may obtain a copy (excluding Exhibits) without charge by addressing a request to the Office of the Corporate Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia 22203. Exhibits also may be requested, but a charge equal to the reproduction cost thereof will be made. A copy of the Form 10-K may be obtained by visiting the Company’s website at www.aes.com.

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