Aes Corp 8-K, filed Sep 22, 2021
Aes Corp (AES)
About this 8-K
Aes Corp filed this 8-K on September 22, 2021, reporting on events of September 20, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Chief Financial Officer
On September 20, 2021, Gustavo Pimenta, Executive Vice President and Chief Financial Officer of The AES Corporation (the “Company”), notified the Company of his decision to resign from his position to join Vale S.A. as its Chief Financial Officer. Mr. Pimenta will continue to serve as the Company’s Executive Vice President and Chief Financial Officer through October 14, 2021 and will serve as Executive Vice President thereafter until his departure on November 1, 2021.
Appointment of Chief Financial Officer
On September 21, 2021, the Board of Directors (the “Board”) of the Company appointed Stephen Coughlin to serve as the Company’s Executive Vice President and Chief Financial Officer, effective October 15, 2021. Mr. Coughlin, age 50, currently serves as the Vice President, Corporate Strategy and Financial Planning & Analysis of the Company and has held such position since September 2020. Prior to his current role, Mr. Coughlin previously served as Vice President, Financial Planning & Analysis and Global Finance Operations of the Company from May 2020 through August 2020, the founding Chief Executive Officer of Fluence, the Company’s joint venture with Siemens, from 2018 through April 2020, Vice President, Energy Storage Platforms of the Company from 2016 through 2017 and Vice President, Corporate Strategy & Investments of the Company from 2014 through 2016.
There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Mr. Coughlin and any of the Company’s directors or executive officers, or persons nominated or chosen to become a director or an executive officer. There is no arrangement or understanding between Mr. Coughlin and any other person pursuant to which he was selected as the Company’s Executive Vice President and Chief Financial Officer. Mr. Coughlin does not have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed under Item 404(a) of Regulation S-K. There were no material changes made to Mr. Coughlin’s compensatory arrangements, or awards granted, in connection with his appointment as the Company’s Executive Vice President and Chief Financial Officer.
A copy of the Company’s press release announcing the appointment of Mr. Coughlin to serve as Executive Vice President and Chief Financial Officer commencing on October 15, 2021 and Mr. Pimenta’s departure from the Company is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by The AES Corporation, dated September 21, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
SIGNATURES
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 | ||
| By: | /s/ Paul L. Freedman | |
| Name: | Paul L. Freedman | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Date: September 22, 2021
3
Exhibit 99.1
Press Release
Investor Contact: Ahmed Pasha 703-682-6451
Media Contact: Amy Ackerman 703-682-6399
AES Announces CFO Transition
ARLINGTON, Va., September 21, 2021 – The AES Corporation (NYSE: AES) announced today the appointment of Stephen Coughlin as Executive Vice President and Chief Financial Officer, effective October 15, 2021. Most recently, Coughlin led AES’ Corporate Strategy and Financial Planning groups, including serving as the Chair of the Company’s Investment Committee. Prior to that role, he served as the Chief Executive Officer of Fluence, AES’ energy storage joint venture with Siemens. Coughlin succeeds Gustavo Pimenta, who will be joining Brazilian mining company, Vale S.A., as Chief Financial Officer.
“Steve Coughlin brings a wealth of clean energy and finance experience that will serve us incredibly well. We are thrilled that he will be joining the senior leadership team,” said Andrés Gluski, AES President and Chief Executive Officer. “I also want to thank Gustavo Pimenta for his meaningful contributions as CFO, including leading the transition to becoming an investment grade company. We have worked hand-in-hand to deliver on all of our strategic and financial goals, including the rapid expansion of our renewables and energy storage businesses, and I wish him the best in his new role.”
“I am proud to have contributed to AES’ transformation to one of the leading companies for innovation in the sector,” said Gustavo Pimenta. “It was a pleasure to work with such a talented team and I see AES as positioned for great success in the future.”
Coughlin joined AES in 2007 in the finance team of the then-AES wind generation organization. He subsequently served in a variety of leadership roles at AES, including leading the energy storage business through a phase of rapid expansion and serving as the founding CEO of Fluence. Coughlin holds a bachelor’s degree in commerce and finance from the University of Virginia and a master’s degree in business administration from the University of California, Berkeley.
About AES
The AES Corporation (NYSE: AES) is a Fortune 500 global energy company accelerating the future of energy. Together with our many stakeholders, we’re improving lives by delivering the greener, smarter energy solutions the world needs. Our diverse workforce is committed to continuous innovation and operational excellence, while partnering with our customers on their strategic energy transitions and continuing to meet their energy needs today. For more information, visit www.aes.com.
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 expectations regarding the COVID-19 pandemic, 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 the execution of PPAs, conversion of our backlog and 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’ 2020 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 2020 Annual Report on Form 10-K filed February 25, 2021 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.
Website Disclosure
AES uses its website, including its quarterly updates, as channels of distribution of Company information. The information AES posts through these channels may be deemed material. Accordingly, investors should monitor our website, in addition to following AES’ press releases, quarterly SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about AES when you enroll your e-mail address by visiting the “Subscribe to Alerts” page of AES’ Investors website. The contents of AES’ website, including its quarterly updates, are not, however, incorporated by reference into this release.
#