American Electric Power Company (AEP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 29, 2025, via live webcast, with full participation and voting rights for shareholders of record as of March 4, 2025.

• Strategic initiatives include a $54 billion five-year capital plan, potential for an additional $10 billion investment, and partnerships to support growth and infrastructure modernization.

• Significant commercial load growth (10.6%) and progress on clean energy projects, including small modular reactors and fuel cell agreements.

• Company maintains strong financial performance, with a long record of meeting or exceeding EPS guidance and consistent dividend increases.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 12 directors, ratification of PricewaterhouseCoopers LLP as independent auditor for 2025, and an advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all director nominees, FOR auditor ratification, and FOR executive compensation.

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

Board of directors and corporate governance

• Board consists of 12 members, 11 of whom are independent; diversity includes 25% women and 25% minority representation.

• Board refreshment and succession planning emphasized, with recent leadership transitions and new director appointments.

• Committees include Audit, Corporate Governance, Human Resources, Finance, Nuclear Oversight, Technology, and Executive, all with defined responsibilities.

• Annual board and committee self-evaluations, robust director onboarding, and continuing education practices.

• Shareholder rights include proxy access, special meeting calls, and majority voting for directors.