A hallmark of aging is a decline in episodic memory. These memory impairments in older adults may be related to a shift away from proactive control strategies. Previous research, with young adults, suggests proactive processes can benefit memory encoding. The dual mechanisms of control model suggests changes in the recruitment of proactive and reactive control strategies will influence behavioral outcomes. The current study used EEG to investigated proactive control in episodic memory in aging. Both young and old adults completed a subsequent memory task with audio and visual items. Each item was preceded by a modality consistent cue. Participants also completed the AX-CPT, which is sensitive to the use of proactive strategies. We found both younger and older adults recruited proactive processes only for audio trials. Both groups exhibited proactive patterns of performance on the AX-CPT. Post-stimulus EEG suggests younger and older adults recruited different strategies for processing audio items. Visual items did not show subsequent memory effects in the pre-stimulus time period, but both groups showed post-stimulus effects. These results suggest younger and older adults are able to flexibly recruit proactive strategies that benefit memory performance.