Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)			October 25, 2024


AMERICAN ELECTRIC POWER COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)


New York	1-3525	13-4922640
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification
Incorporation)		No.)


1 Riverside Plaza,	Columbus,	OH	43215
(Address of Principal Executive Offices)			(Zip Code)


(Registrant's Telephone Number, Including Area Code)	(614)	716-1000

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $6.50 par value	AEP	The NASDAQ Stock Market LLC


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.

On October 31, 2024, American Electric Power Company, Inc. (the “Company”) announced that Q. Shane Lies resigned as Executive Vice President and Chief Nuclear Officer of the company effective October 31, 2024 and has been elected by the Company’s Board of Directors as Executive Vice President – Projects and Services of the Company effective November 1, 2024. Mr. Lies has been Executive Vice President and Chief Nuclear Officer of the Company since August 2024, served as Senior Vice President and Chief Nuclear Officer of American Electric Power Service Corporation (“Service Corporation”), the Company’s service company subsidiary, from July 2022 to August 2024, and served as Site Vice President – Donald C. Cook Plant for Indiana Michigan Power Company (“I&M”), a regulated utility subsidiary of the Company, from January 2016 to July 2022.

The Board of Directors also elected Kelly J. Ferneau as Executive Vice President and Chief Nuclear Officer effective November 1, 2024. Ms. Ferneau has been Site Vice President – Donald C. Cook Plant of I&M since July 2022. Prior to that, Ms. Ferneau served in various management roles of increasing responsibility at I&M.

On October 25, 2024, Christian T. Beam, Executive Vice President – Energy Services of the Company, informed the Company that effective February 28, 2025, he will retire from the Company. Effective October 31, 2024, Mr. Beam resigned as Executive Vice President – Energy Services of the Company and has been elected as Executive Vice President – Senior Advisor of the Service Corporation effective November 1, 2024. Mr. Beam will remain with the Company through February 28, 2025 with transitional responsibilities, reporting to William J. Fehrman, Chief Executive Officer of the Company.

On October 31, 2024, the Company announced that, effective October 31, 2024, the position of Executive Vice President - Regulatory and Chief Administrative Officer will be eliminated, resulting in Peggy I. Simmons separating from service with the Company. The elimination of her position and termination of her employment will trigger benefits to her under both the Company’s Executive Severance Plan and the General Severance Plan if Ms. Simmons enters into a severance, release of all claims, and noncompetition agreement (“Agreement”). Under these plans and the Agreement, the Company would provide one-times her current salary and target annual incentive compensation, prorated vesting of restricted stock units and performance shares issued under the Company’s long-term incentive plan (LTIP), up to 12 months of medical and dental benefits at active employee rates and outplacement services. As a condition of receiving these benefits under both the Executive and General Severance Plans, Ms. Simmons would release the Company from all claims that Ms. Simmons may lawfully release, agree not to compete with the Company for one-year, and affirm certain non-solicitation, confidentiality, non-disparagement and cooperation covenants with the Company.

If Ms. Simmons does not execute the Agreement, then she would still be eligible for severance benefits under the General Severance Plan consisting of 2 weeks of her current base salary for each of her 25 full and partial years of service to the Company, prorated vesting of restricted stock units and performance shares issued under the LTIP, up to 12 months of medical and dental benefits at active employee rates and outplacement services. As a condition of receiving these General Severance benefits, Ms. Simmons would release the Company from all claims that may lawfully be released and affirm certain non-solicitation, confidentiality, non-disparagement and cooperation covenants with the Company.

Item 7.01 Regulation FD Disclosure.

On October 31, 2024, the Company issued a press release announcing that, effective October 31, 2024 (i) the position of Executive Vice President - Regulatory and Chief Administrative Officer will be eliminated, resulting in Peggy I. Simmons separating from service with the Company, and (ii) Christian T. Beam resigned as Executive Vice President – Energy Services of the Company. A copy of the Company’s related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated October 31 , 2024


104			Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document.

SIGNATURE

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


			AMERICAN ELECTRIC POWER COMPANY, INC.


			By:			/s/ David C. House
			Name:			David C. House
			Title:			Assistant Secretary

October 31, 2024

Exhibit 99.1



			News from AEP


MEDIA CONTACT:						ANALYSTS CONTACT:
Tammy Ridout						Darcy Reese
Managing Director, External Communications						Vice President, Investor Relations
614/716-2347						614/716-2614

FOR IMMEDIATE RELEASE

AEP Announces Leadership Changes to Empower Local Operations and Drive Growth

•Initiates search for newly created president of AEP Transmission role responsible for leading high growth business

•Shifts management of generating plants and economic development function to local operating companies

•Realigns leadership team to support key business functions and local decision-making

COLUMBUS, Ohio, Oct. 31, 2024 – American Electric Power (Nasdaq: AEP) today announced leadership and organizational changes that will empower local operations, drive growth and create value for customers and stakeholders. The changes are effective today.

“This new leadership and organizational structure is part of our effort to streamline the company, shift decision making and accountability closer to customers, and align our support organizations to ensure our businesses have the appropriate resources to enhance value for all of our stakeholders,” said Bill Fehrman, AEP president and chief executive officer. “These changes will allow us to be more responsive to the needs of our states and support growth in our local economies.”

As part of these leadership and organizational changes, AEP announced:

•The company is launching a search for a president to lead the AEP Transmission business, which is a source of growth as AEP makes necessary investments to enhance reliability and meet customers’ needs. The search will consider both internal and external candidates.

•It is eliminating the executive vice president of Regulatory and chief administrative officer role. As a result, Peggy Simmons is leaving the company.

•Chris Beam, executive vice president of Energy Services, plans to retire in February 2025 and will serve as executive vice president and senior advisor until that time.

•Shane Lies, executive vice president and chief nuclear officer, will move to a new role as executive vice president of Projects and Services. He will oversee generation shared services, environmental services, project solutions, distribution planning and performance, and strategic supplier management.

•Kelly Ferneau, site vice president at AEP’s Donald C. Cook Nuclear Plant, succeeds Lies and has been promoted to executive vice president and chief nuclear officer, reporting to Fehrman.

•Scott Dailey, AEP’s managing director of renewable generation and former plant manager at Cook Nuclear Plant, will succeed Ferneau as site vice president.

•AEP’s other power plant managers will now report to the operating company presidents. In addition, the economic development function will be transitioning to the operating companies.

•Corporate regulatory services and procurement will be aligned under the chief financial officer.

Fehrman continued, “On behalf of the Board, I want to thank Chris and Peggy for their years of contributions and dedicated leadership. We wish them the best in the future. As we move forward, strong execution begins with aligning the right individuals to the right roles, and we are fortunate to have a strong team across our organization that is laser-focused on delivering for all of our stakeholders.”

About AEP

At American Electric Power, based in Columbus, Ohio, we understand that our customers and communities depend on safe, reliable and affordable power. Our nearly 16,000 employees operate and maintain more than 40,000 miles of transmission lines, the nation's largest electric transmission system, and more than 225,000 miles of distribution lines to deliver power to 5.6 million customers in 11 states. AEP also is one of the nation's largest electricity producers with approximately 29,000 megawatts of diverse generating capacity, including nearly 6,000 megawatts of renewable energy. AEP is investing $43 billion over the next five years to make the electric grid cleaner and more reliable. We are on track to reach an 80% reduction in carbon dioxide emissions from 2005 levels by 2030 and have a goal to achieve net zero by 2045. AEP is recognized consistently for its focus on sustainability, community engagement and inclusion. AEP's family of companies includes utilities AEP Ohio, AEP Texas, Appalachian Power (in Virginia and West Virginia), AEP Appalachian Power (in Tennessee), Indiana Michigan Power, Kentucky Power, Public Service Company of Oklahoma, and Southwestern Electric Power Company (in Arkansas, Louisiana, east Texas and the Texas Panhandle). AEP also owns AEP Energy, which provides innovative competitive energy solutions nationwide. For more information, visit aep.com.

Cover	Oct. 25, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 25, 2024
Registrant Name	AMERICAN ELECTRIC POWER COMPANY, INC.
Entity Incorporation, State or Country Code	NY
Entity File Number	1-3525
Entity Tax Identification Number	13-4922640
Entity Address, Address Line One	1 Riverside Plaza,
Entity Address, City or Town	Columbus,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43215
City Area Code	(614)
Local Phone Number	716-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Central Index Key	0000004904
Amendment Flag	false
The NASDAQ Stock Market LLC \| Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $6.50 par value
Trading Symbol	AEP
Security Exchange Name	NASDAQ