Not independent
Tenure on this board
1.8 yrs
10 nominees · 5 ballot items.
Election of ten directors; Ratification of PwC as independent auditor; Amend Certificate to increase authorized common shares from 600M to 900M; Approve AEP Employee Stock Purchase Plan (2,000,000 shares); Advisory (non-binding) vote to approve named executive officer compensation (“say-on-pay”).
Election of ten directors named in the proxy statement to hold office until the next annual meeting and until their successors are elected and qualified.
Ratify appointment of PricewaterhouseCoopers LLP as AEP’s independent registered public accounting firm for 2026.
Amend the Restated Certificate of Incorporation to increase authorized common stock from 600 million to 900 million shares and total authorized capital stock from 650 million to 950 million.
This management proposal seeks shareholder approval to amend AEP’s Restated Certificate of Incorporation to increase authorized common shares from 600 million to 900 million (and total authorized capital stock from 650 million to 950 million). Management argues the increase provides flexibility to issue equity for financing the company’s large capital plan (approximately $72 billion through 2030), equity programs, employee plans, and potential strategic transactions without the delay of a special shareholder meeting. The board recommends FOR, noting current issued and reserved shares leave minimal headroom (about 9.1 million shares available) and that additional authorized shares may be used for equity financing, employee plans, stock dividends, or corporate purposes, though issuance could dilute existing shareholders and could be used defensively in certain circumstances; the vote requires a majority of outstanding shares. The recommendation is framed in the context of planned capital investments and the company’s need for flexibility to access equity markets in a timely manner while adhering to Nasdaq and regulatory requirements.
Approve the AEP Employee Stock Purchase Plan authorizing 2,000,000 shares for employee purchases with a 50% company matching contribution (max $1,000/year in matching value).
The management-sponsored ESPP proposes shareholder approval of a 2,000,000-share plan permitting eligible employees to buy AEP stock via payroll deductions, with an intended 50% matching contribution in shares (capped at $1,000 fair market value per participant per year). Management seeks approval to support employee ownership and retention and has structured the plan outside of Section 423 to allow flexibility in eligibility and matching design; the board recommends FOR, citing modest dilution (~0.37%) and retention/ownership benefits. The plan contains customary administrative features, holding-period and eligibility rules, and grants the administrator discretion over offering periods, matching delivery timing, and other operational terms; shareholders’ approval is required for adoption and certain future amendments.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management frames the program as emphasizing long-term incentives, operating earnings and TSR metrics, stock ownership requirements, clawback policies, and alignment with shareholder interests. The Board recommends FOR, noting the HR Committee will consider the vote’s outcome in future compensation decisions. The proposal is advisory and not binding.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.46% | 35,138,422 | $4.6B |
| 2 | STATE STREET CORP | 5.57% | 30,288,136 | $4.0B |
| 3 | BlackRock, Inc. | 3.85% | 20,950,731 | $2.7B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.87% | 15,608,556 | $2.0B |
| 5 | GQG Partners LLC | 2.76% | 15,025,884 | $2.0B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.29% | 12,481,154 | $1.6B |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 2.29% | 12,464,928 | $1.6B |
| 8 | BlackRock, Inc. | 2.23% | 12,125,029 | $1.6B |
| 9 | BARCLAYS PLC | 1.86% | 10,116,113 | $1.3B |
| 10 | MORGAN STANLEY | 1.61% | 8,745,392 | $1.1B |
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