American Electric Power Co Inc DEFA14A, filed Mar 19, 2024
American Electric Power Co Inc (AEP)
DEFA14A
2024-03-19
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October 18, 2026
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x | |||||||||||
| Filed by a Party other than the Registrant ☐ | |||||||||||
| Check the appropriate box: | |||||||||||
| ☐ Preliminary Proxy Statement | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||||||
| ☐ Definitive Proxy Statement | |||||||||||
x Definitive Additional Materials | |||||||||||
| ☐ Soliciting Material Pursuant to Rule 14a-12. | |||||||||||
American Electric Power Company, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | ||||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
| (1) Title of each class of securities to which transaction applies: | |||||
| (2) Aggregate number of securities to which transaction applies: | |||||
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |||||
| (4) Proposed maximum aggregate value of transaction: | |||||
| (5) Total fee paid: | |||||
| ☐ | Fee paid previously with preliminary materials. | ||||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||
| (1) Amount Previously Paid: | |||||
| (2) Form, Schedule or Registration Statement No.: | |||||
| (3) Filing Party: | |||||
| (4) Date Filed: | |||||
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215
(614) 716-1000
SUPPLEMENT TO PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 2024
To the Shareholders of American Electric Power Company, Inc.:
This proxy statement supplement, dated March 19, 2024 (this “Supplement”), supplements the Definitive Proxy Statement on Schedule 14A of American Electric Power Company, Inc. (the “Company”), dated March 13, 2024 (the “Proxy Statement”), for the Company’s Annual Meeting of Shareholders to be held on April 23, 2024 (the “Annual Meeting”).
The Company is supplementing the Proxy Statement to clarify the voting standard applicable to Item 4 described therein, which relates to the approval of the American Electric Power System 2024 Long-Term Incentive Plan. The voting standard for Item 4 is set forth on page 3 and page 47 of the Proxy Statement.
To avoid any potential ambiguity, the Proxy Statement is hereby supplemented such that the following text replaces, in its entirety, the first paragraph under the heading “Vote Required” on page 47 of the Proxy Statement:
“Approval of this proposal requires the affirmative vote of the holders of a majority of the shares voted in person or by proxy at the Annual Meeting. Abstentions and broker non-votes will not affect the outcome of the vote on Item 4.”
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
EXCEPT AS SPECIFICALLY SUPPLEMENTED BY THE INFORMATION CONTAINED HEREIN, THIS SUPPLEMENT DOES NOT MODIFY ANY OTHER INFORMATION SET FORTH IN THE PROXY STATEMENT OR THE PROXY CARD AND THEY CONTINUE TO BE IN FULL FORCE AND EFFECT AS ORIGINALLY FILED.
Please note that any proxy card that you received has not changed and may still be used to vote your shares in connection with the Annual Meeting. If you have already submitted your vote, you do not need to take any further action. Information on how to vote your shares and how to change your vote or revoke your proxy is contained in the Proxy Statement. The Company urges shareholders to vote their shares prior to the Annual Meeting by using one of the methods described in the Proxy Statement.
By Order of the Board of Directors,
David M. Feinberg
Executive Vice President and Secretary
March 19, 2024