American Electric Power Shareholders Approve All Proposals, Re-Elect Directors at Annual Meeting

Key Points

• Shareholders approved all proposals, re-electing the full slate of 10 directors and ratifying PwC, while also approving an increase in authorized common shares (600M to 900M), an employee stock purchase plan, and advisory approval of executive compensation.
• The board endorsed a $72 billion capital plan focused on disciplined investment in generation, transmission and distribution and said AEP aims to limit residential rate increases to 3.5% annually while prioritizing affordability and regulatory partnerships.
• CEO William Fehrman highlighted strong 2025 results — operating earnings of $5.97, a 25% share-price gain and 29% total shareholder return — and reiterated a target long-term growth rate of 7%–9% as the company readies major grid and generation investments for AI-driven load growth.

American Electric Power NASDAQ: AEP shareholders re-elected the company’s full slate of director nominees and approved several management-backed proposals at the utility’s 119th annual meeting, which was held virtually, according to preliminary voting results announced during the event.

William J. Fehrman, chairman, president and CEO, opened the meeting by welcoming shareholders and guests and outlining meeting procedures, including the use of independent inspectors of election from Computershare. He also noted that representatives of PricewaterhouseCoopers LLP attended virtually and that the company would make forward-looking statements subject to risks discussed in the company’s SEC filings.

Board highlights capital plan and affordability focus

Sara Martinez Tucker, AEP’s lead director, told shareholders the company’s purpose remains delivering “reliable, affordable power” across its 11-state regulated footprint, while the broader industry experiences “unprecedented growth.” She said the company is prioritizing “structure, strategy, and culture” and credited Fehrman’s leadership with organizing the company “around the customer,” strengthening execution, financial performance and regulatory relationships.

Tucker said the board supports “disciplined investment” in AEP’s core businesses—generation, transmission and distribution—under a $72 billion capital plan. She also said the company remains on a growth trajectory and “aim[s] to limit residential rate increases to 3.5% annually.” Tucker added that AEP has aligned around a shared culture described as: “Be an owner, be customer-focused, be a team player, and get stuff done.”

Items put to a vote

Rob Berntsen, executive vice president, general counsel and corporate secretary, outlined five proposals submitted for shareholder consideration. He said the board recommended votes in favor of each item. The matters included:

• Election of 10 directors to serve until the 2027 annual meeting
• Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026
• Approval of an amendment to increase authorized common shares from 600 million to 900 million
• Approval of the AEP Employee Stock Purchase Plan
• Advisory approval of named executive officer compensation

Berntsen listed the director nominees as William J. Fehrman, Ben Fowke, Art Garcia, Sandra Beach Lin, Margaret M. McCarthy, Daryl Roberts, Joseph G. Sauvage, Daniel G. Stoddard, Sara Martinez Tucker, and Lewis Von Thaer.

CEO reviews 2025 performance and outlook themes

While votes were being tabulated, Fehrman discussed what he described as progress in 2025, saying the company invested in infrastructure “to meet unprecedented demand,” enhanced customer experience, and delivered “strong financial performance,” while focusing on “safety, reliability, and affordability.”

Fehrman said AEP delivered 2025 operating earnings of $5.97, “outperforming our full year guidance.” He also said the company’s share price increased 25% in 2025, with total shareholder return of 29%, and that the company “reinforced our confidence” in a “premium 7%-9% long-term growth rate.” Looking ahead, he said the company believes “2026 and beyond will be transformational” and emphasized executing the capital plan efficiently, maintaining affordability, partnering with policymakers and regulators, and making targeted investments.

A video shown during the meeting cited “once in a generation load growth fueled by artificial intelligence and manufacturing” and said AEP is positioned to invest over the next five years in infrastructure to strengthen the grid, transform its generation fleet and enhance customer experience. The narration highlighted AEP’s experience in 765 kV transmission and said the company is “set to become a pioneer in small modular reactors and fuel cells” as it deploys new generation technologies. The video also referenced using technology and AI to pursue “perfect power” and develop the “smart grid of the future.”

Preliminary results: all proposals approved

During the Q&A portion, the operator said the company had not received any “pertinent questions” related to the meeting’s business or AEP’s business activities.

Berntsen later reported preliminary voting results showing that shareholders approved all five proposals. The 10 director nominees were elected; PwC’s appointment was ratified; the authorized share increase was approved; the employee stock purchase plan was approved; and named executive officer compensation was approved on an advisory basis. Berntsen said the company would file final voting results on a Form 8-K with the SEC.

Fehrman then adjourned the meeting and thanked shareholders for attending.

About American Electric Power NASDAQ: AEP

American Electric Power NASDAQ: AEP is a major investor-owned electric utility headquartered in Columbus, Ohio. The company is primarily engaged in the generation, transmission and distribution of electricity, operating a diverse portfolio of power plants and an extensive high-voltage transmission network. AEP serves retail customers through its regulated utility subsidiaries and provides wholesale power and grid services across multiple regional markets in the United States.

Operations span the full utility value chain: AEP owns and operates generation assets that include fossil-fuel, natural gas, nuclear and hydropower facilities, and it has been adding renewable resources to its mix.

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