AEPAmerican Electric Power
AEP was incorporated under the laws of the State of New York in 1906 and reorganized in 1925. 10-K, Item 1
Deals between AEP and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-18 reports that the one filed 2025-03-13 did not, quoted as filed.
New this year
1 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-13.
Related Person Transactions Involving the Icahn Group“On December 22, 2025, the Company entered into a Board Observer Agreement (the “Board Observer Agreement”) with Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP and Beckton Corp (collectively, the “Icahn Group”) and Andrew J. Teno. Pursuant to the Board Observer Agreement, (i) Andrew J. Teno has the right to serve as a non-voting observer to the Board and (ii) effective December 22, 2025, the Company and the Icahn Group terminated the Director Appointment and Nomination Agreement, dated as of February 12, 2024, by and among the Icahn Group, the Company and Mr. Linginfelter, pursuant to which Messrs. Gary and Linginfelter had been appointed to the Board in February 2024. Pursuant to the Board Observer Agreement, on March 17, 2026, the Company delivered notice to the Icahn Group that the Company was terminating the Board Observer Agreement effective April 28, 2026.”
Read it in the proxy ↗
No longer reported 9 paragraphs of the proxy filed 2025-03-13 with nothing like them this year
Related Person Transactions Involving the Icahn Group“On February 12, 2024, the Company entered into the Nomination Agreement with the Icahn Group. Pursuant to the Nomination Agreement, Mr. Gary (the Icahn Designee) and Mr. Linginfelter were appointed to serve as directors of the Company.”
Read it in last year's proxy ↗
Related Person Transactions Involving the Icahn Group“With respect to the upcoming 2025 Annual Meeting, each of Mr. Gary and Mr. Linginfelter are again being proposed for nomination to the Board, with Mr. Gary continuing to be considered the Icahn Designee for purposes of the Nomination Agreement.”
Read it in last year's proxy ↗
Related Person Transactions Involving the Icahn Group“In connection with their appointment to the Board, the Board determined that each of Mr. Gary and Mr. Linginfelter qualifies as an independent director under NASDAQ listing rules and our Director Independence Standards, and each will receive the same compensation as the Company’s other non-employee directors.”
Read it in last year's proxy ↗
Related Person Transactions Involving the Icahn Group“In the event the Icahn Designee is unable or otherwise ceases to serve on the Board, the Nomination Agreement provides a mechanism for the Icahn Group to designate a substitute director acceptable to the Board to be appointed to the Board for the remainder of the term of the Icahn Designee.”
Read it in last year's proxy ↗
Related Person Transactions Involving the Icahn Group“If at any time the Icahn Group ceases to hold a “net long” position (as defined in the Nomination Agreement) of at least 2,675,000 shares of common stock, $6.50 par value per share, of the Company, (i) the Icahn Group shall cause the Icahn Designee to promptly resign from the Board and any committee of the Board on which he or she then sits and (ii) the Icahn Group shall not have the right to replace such Icahn Designee.”
Read it in last year's proxy ↗
Related Person Transactions Involving the Icahn Group“Further, during the applicable term of the Nomination Agreement, the Company generally agreed (i) not to form any new committee without offering the Icahn Designee the opportunity to be a member of such committee, and (ii) that, with respect to any Board consideration of the appointment and the employment termination of the President and Chief Executive Officer and Chief Financial Officer and certain other matters, such voting with respect thereto shall take place only at the full Board level or in committees of which the Icahn Designee is a member.”
Read it in last year's proxy ↗
Related Person Transactions Involving the Icahn Group“Until such time as the Icahn Group no longer has an Icahn Designee (or replacement designee) on the Board, the Nomination Agreement provides that Andrew J. Teno shall have the right to serve as an observer to the Board. Subject to the right of the Company to exclude access to materials and meetings as specified under the Nomination Agreement, Mr. Teno shall be permitted to attend and reasonably participate, but not vote, at all meetings of the Board but shall not have other rights of a member of the Board.”
Read it in last year's proxy ↗
Related Person Transactions Involving the Icahn Group“From the date of the Nomination Agreement until the later of (i) 30 days before the last day of the nomination deadline for shareholders to nominate candidates for the 2025 Annual Meeting and (ii) 30 days after such date as no Icahn Designee is on the Board and the Icahn Group has no right to designate a replacement designee (such period, the Standstill Period), the Icahn Group has agreed to vote all shares of common stock of the Company that it or its affiliates have the right to vote in favor of the election of directors nominated and recommended by the Board for election and otherwise in accordance with the recommendations of the Board, subject to certain exceptions and early termination upon certain specified events. The Icahn Group has also agreed to certain customary standstill and mutual non-disparagement restrictions during the Standstill Period, subject to certain exceptions and early termination upon certain specified events. In addition, as long as the Icahn Group beneficially owns an aggregate "net long" position of at least 5,350,000 shares of common stock, the Company will not adopt a rights plan designed to increase the cost to a potential acquirer which includes a triggering threshold below 10.0% of the then-outstanding amount of common stock through the issuance of new rights, common stock or preferred shares, unless such rights plan exempts the Icahn Group up to a beneficial ownership of 9.99%. The Nomination Agreement will terminate and be of no further force or effect at such time, if any, following the Annual Meeting that (i) no Icahn Designee serves on the Board and (ii) the Icahn Group is no longer entitled to designate a replacement designee for any Icahn Designee; except that the customary standstill and mutual non-disparagement restrictions will terminate at the end of the Standstill Period.”
Read it in last year's proxy ↗
Related Person Transactions Involving the Icahn Group“Pursuant to the Nomination Agreement, the Company and the Icahn Group have also entered into a confidentiality agreement.”
Read it in last year's proxy ↗
The whole section 7 paragraphs, proxy filed 2026-03-18
Certain Relationships and Related Person Transactions“The Company has adopted a Related Person Transaction Approval Policy (Policy), which is administered by the Governance Committee. A copy of the Policy is available on our website at aep.com/investors/governance.”
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Certain Relationships and Related Person Transactions“The Policy defines a “Transaction with a Related Person” as any transaction or series of transactions in which (i) the Company or a subsidiary is a participant, (ii) the aggregate amount involved exceeds $120,000 and (iii) any “Related Person” has a direct or indirect material interest. A “Related Person” is any director or executive officer of the Company, any nominee for director, any shareholder owning in excess of 5% of the total equity of the Company and any immediate family member of any such person.”
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Certain Relationships and Related Person Transactions“The Governance Committee considers all of the relevant facts and circumstances in determining whether or not to approve a Transaction with a Related Person and approves only those transactions that it believes are in the best interests of the Company and its shareholders.”
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Certain Relationships and Related Person Transactions“In determining whether to approve a Transaction with a Related Person, the Governance Committee considers various factors, including, among other things: the nature of the Related Person’s interest in the transaction; whether the transaction involves arm’s-length bids or market prices and terms; the materiality of the transaction to each party; the availability of the product or services through other sources; whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; the acceptability of the transaction to the Company’s regulators; and in the case of a non-employee director, whether the transaction would impair his or her independence or status as a “non-employee” director.”
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Certain Relationships and Related Person Transactions“If Company management determines it is impractical or undesirable to wait until a meeting of the Governance Committee to consummate a Transaction with a Related Person, the Chair of the Governance Committee may review and approve the Transaction with a Related Person. Any such approval is reported to the Governance Committee at or before its next regularly scheduled meeting.”
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Certain Relationships and Related Person Transactions“No approval or ratification of a Transaction with a Related Person supersedes the requirements of the Company’s Code of Business Conduct and Ethics for Members of the Board of Directors or AEP’s Principles of Business Conduct applicable to any executive officer. To the extent applicable, any Transaction with a Related Person is also considered in light of the requirements set forth in those documents.”
Read it in the proxy ↗
Related Person Transactions Involving the Icahn Group“On December 22, 2025, the Company entered into a Board Observer Agreement (the “Board Observer Agreement”) with Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP and Beckton Corp (collectively, the “Icahn Group”) and Andrew J. Teno. Pursuant to the Board Observer Agreement, (i) Andrew J. Teno has the right to serve as a non-voting observer to the Board and (ii) effective December 22, 2025, the Company and the Icahn Group terminated the Director Appointment and Nomination Agreement, dated as of February 12, 2024, by and among the Icahn Group, the Company and Mr. Linginfelter, pursuant to which Messrs. Gary and Linginfelter had been appointed to the Board in February 2024. Pursuant to the Board Observer Agreement, on March 17, 2026, the Company delivered notice to the Icahn Group that the Company was terminating the Board Observer Agreement effective April 28, 2026.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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