American Electric Power Company (AEP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 28, 2026, via live webcast, with full participation and voting rights 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 service, and regulatory outcomes, with significant investments in transmission, generation, and new technologies.

• Board and management emphasize strong governance, risk oversight, and shareholder engagement.

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 the Employee Stock Purchase Plan, and advisory vote on executive compensation.

• Board recommends voting FOR all proposals and nominees.

• Shareholders may submit proposals and director nominations for future meetings, with detailed procedures and deadlines provided.

Board of directors and corporate governance

• Board to be reduced to 10 members, 9 of whom are independent; average tenure is 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.

• Board refreshment and succession planning emphasized; annual self-evaluations and director education are ongoing.

• Proxy access and majority voting for directors; annual election of all directors.