AEP 8-K
American Electric Power Co Inc (AEP)
8-K
2025-01-07
For: 2025-01-02
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Date of report (Date of earliest event reported) | |||||
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification | ||||||
Incorporation) | No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
| (Registrant's Telephone Number, Including Area Code) | |||||||||||
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | |||||
□ | |||||
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 6, 2025, Trevor I. Mihalik was elected Executive Vice President and Chief Financial Officer of American Electric Power Company, Inc. (“AEP” or the “Company”) effective as of January 20, 2025. As Chief Financial Officer, Mr. Mihalik will serve as AEP’s principal financial officer.
Mr. Mihalik, 58, served as Executive Vice President and Group President of Sempra, a utility holding company, since January 2024. Prior to that, Mr. Mihalik served as Executive Vice President and Chief Financial Officer of Sempra from 2018 to 2023 and Senior Vice President – Controller & Chief Accounting Officer of Sempra from 2012 to 2018. Mr. Mihalik served in a variety of finance roles prior to this, including Senior Vice President – Finance at Iberdrola Renewables Holdings, Inc., Vice President – Finance at Chevron Natural Gas, and Vice President & Chief Financial Officer at Bridgeline Holdings, L.P. Mr. Mihalik currently serves on the Board of Directors of WD-40 Company. He received a bachelor’s degree in accounting from Creighton University and a master’s degree in business administration from Rice University and is a certified public accountant in the state of Texas.
There are no arrangements or understandings between Mr. Mihalik and any other person pursuant to which Mr. Mihalik was appointed as Executive Vice President and Chief Financial Officer of the Company. Mr. Mihalik does not have any family relationships with any of the Company’s directors or executive officers and is not party to any transactions or proposed transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as Chief Financial Officer, Mr. Mihalik will receive an annual base salary of $975,000, and a short-term incentive target of 100% of his base salary paid during the calendar year, which, for 2025, will be 95% of his annual base salary. Mr. Mihalik will also initially have a $3,800,000 annual long-term incentive target consisting of a mix of 75% performance shares and 25% restricted stock units (RSUs) that will be granted with AEP’s annual long-term incentive awards for other participants on February 17, 2025 based on the closing price of AEP common stock on the prior business day (February 14, 2025). Mr. Mihalik will also be granted $1,500,000 in RSUs based on the closing price of AEP common stock on his hire date. These awards will be credited with additional shares or units to reflect dividends paid on AEP common stock. The performance shares will vest, generally subject to his continuous AEP employment, on December 31, 2027. Both RSU tranches will vest, also generally subject to his continuous AEP employment, in approximately equal thirds on February 21, 2026, 2027 and 2028.
Also, on January 7, 2025, the Company announced (i) that on January 2, 2025, Charles E. Zebula notified the Company that he will resign as Executive Vice President and Chief Financial Officer effective January 19, 2025 and (ii) the transition of Charles E. Zebula to the role of Senior Advisor to the Chief Executive Officer effective as of January 20, 2025 until his expected retirement from the Company in March 2025. Prior to his expected retirement, Mr. Zebula will continue to receive the salary and long-term incentive compensation disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on April 26, 2024. He will not be eligible for short-term incentive compensation for his service in 2025. Because he is retiring with the advanced written approval of AEP’s CEO after January 1, 2025, 18,171.515 RSUs granted on April 22, 2024 will vest upon his retirement, inclusive of dividend equivalents. However, since he will not be employed past June 30, 2025, he will not vest in any of an additional six RSU tranches granted to him on April 22, 2024. In addition, the Human Resources Committee of AEP’s Board of Directors vested 1,257.037 RSUs granted to Mr. Zebula on February 20, 2023, in connection with his expected retirement in March.
Item 7.01 Regulation FD Disclosure.
On January 7, 2025, the Company issued a press release announcing the election of (i) Trevor I. Mihalik as Executive Vice President and Chief Financial Officer of the Company effective January 20, 2025, and (ii) the transition of Charles E. Zebula, the Company’s current Executive Vice President and Chief Financial Officer, to the role of Senior Advisor to the Chief Executive Officer effective as of January 20, 2025. A copy of the Company’s related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 104 | Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document. | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN ELECTRIC POWER COMPANY, INC. | ||||||||
| By: | /s/ David C. House | |||||||
| Name: | David C. House | |||||||
| Title: | Assistant Secretary | |||||||
January 7, 2025
Exhibit 99.1
 | |||||
| News from AEP | |||||
| MEDIA CONTACT: | ANALYSTS CONTACT: | |||||||
| Tammy Ridout | Darcy Reese | |||||||
| Managing Director, External Communications | Vice President, Investor Relations | |||||||
| 614/716-2347 | 614/716-2614 | |||||||
FOR IMMEDIATE RELEASE
AEP Names Seasoned Energy Executive Trevor Mihalik Executive Vice President & Chief Financial Officer
COLUMBUS, Ohio, Jan. 7, 2025 – American Electric Power (Nasdaq: AEP) has named Trevor I. Mihalik executive vice president and chief financial officer effective Jan. 20. He will succeed Chuck Zebula, who will serve as senior advisor to the chief executive officer before retiring in March. Mihalik’s previous experience includes roles as group president, CFO, controller and chief accounting officer at Sempra. He will report to Bill Fehrman, AEP president and chief executive officer.
Mihalik will be responsible for AEP’s accounting and tax, treasury and risk, corporate planning and budgeting, investor relations, procurement, supply chain, strategy, and corporate regulatory functions.
“As the demand for energy increases, AEP is committed to delivering on our promises to regulators, customers and investors by improving our operating performance and executing our multibillion-dollar capital plan,” Fehrman said. “Trevor’s diverse background of experience, deep industry knowledge and energetic leadership style will help us achieve these strategic goals. He is a proven leader who immediately will add tremendous strength and focus to our senior leadership team as well as our internal succession planning. We look forward to having Trevor on the team and leveraging his insights to deliver results for our regulators, customers and shareholders.”
“AEP is a leader in the utility space and has robust long-term growth potential,” Mihalik said. “I am grateful for this opportunity to join a dynamic team focused on positioning the company for future success, and I am committed to continuing this momentum to create value for all our stakeholders.”
1
“Chuck has been a tremendous leader at AEP for more than 25 years and has brought value and expertise to every role he has taken on. His steady leadership will be missed, and we are thankful he will serve in an advisor role until his expected retirement in March to ensure a smooth transition,” Fehrman said.
Mihalik has worked in the energy industry for more than 34 years and has extensive experience in finance, enterprise risk and business operations. He most recently served as the group president of Sempra, where he was responsible for all aspects of the company’s San Diego Gas and Electric and Southern California Gas Company subsidiaries. He held several leadership roles in Sempra’s finance organization during his more than 12 years with the company, including executive vice president and chief financial officer and senior vice president, controller and chief accounting officer. Prior to joining Sempra, Mihalik led the finance teams of Iberdrola Renewables Holdings, Inc., Chevron Natural Gas and Bridgeline Holdings, L.P., a joint venture owned by Chevron and Targa Resources. He began his career with PricewaterhouseCoopers in their assurance business.
He chairs the finance committee for the board of directors of the WD-40 Company. Mihalik received his bachelor’s degree in accounting from Creighton University and his master’s degree in business administration from Rice University. He is a certified public accountant in the state of Texas.
About AEP
Our team at American Electric Power (Nasdaq: AEP) is committed to improving our customers' lives with reliable, affordable power. We are investing $54 billion from 2025 through 2029 to enhance service for customers and support the growing energy needs of our communities. Our nearly 16,000 employees operate and maintain the nation's largest electric transmission system with 40,000 line miles, along with more than 225,000 miles of distribution lines to deliver energy to 5.6 million customers in 11 states. AEP also is one of the nation's largest electricity producers with approximately 29,000 megawatts of diverse generating capacity. We are focused on safety and operational excellence, creating value for our stakeholders and bringing opportunity to our service territory through economic development and community engagement. Our family of companies includes AEP Ohio, AEP Texas, Appalachian Power (in Virginia, West Virginia and Tennessee), Indiana Michigan Power, Kentucky Power, Public Service Company of Oklahoma, and Southwestern Electric Power Company (in Arkansas, Louisiana, east Texas and the Texas Panhandle). AEP also owns AEP Energy, which provides innovative competitive energy solutions nationwide. AEP is headquartered in Columbus, Ohio. For more information, visit aep.com.
2