American Electric Power Company (AEP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 28, 2026, via live webcast, with voting and Q&A opportunities for shareholders of record as of March 4, 2026.

• 2025 marked strong financial and operational performance, with GAAP earnings of $6.70/share and operating earnings of $5.97/share, exceeding guidance.

• Five-year capital plan increased to $72 billion, supporting a 7–9% long-term growth rate and major infrastructure investments.

• Strategic focus on reliability, customer affordability, and regulatory outcomes, with significant progress in transmission, generation, and nuclear development.

• Board and management emphasize shareholder engagement, governance, and sustainability as core priorities.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors, ratification of PwC as auditor, amendment to increase authorized common stock, approval of Employee Stock Purchase Plan (ESPP), and advisory say-on-pay vote.

• Board recommends voting FOR all proposals and nominees.

• Shareholder rights include proxy access, ability to call special meetings, and annual director elections.

Board of directors and corporate governance

• Board reduced to 10 members, 9 of whom are independent; average tenure 6.2 years, average age 66.

• Board diversity: 30% minority, 30% women, 50% with less than 5 years' tenure.

• Committees include Audit, Executive, Finance, Human Resources, Nominating & Governance, Nuclear Oversight, and Technology.

• Annual board, committee, and individual director evaluations; robust onboarding and continuing education.

• Lead Director role ensures independent oversight when Chair and CEO roles are combined.