American Electric Power Co Inc 8-K/A, filed Dec 8, 2022
American Electric Power Co Inc (AEP)
8-K/A
2022-12-08
For: 2022-08-05
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Added on
April 08, 2026
About this 8-K/A
American Electric Power Co Inc filed this 8-K/A on December 8, 2022, reporting on events of August 5, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 10, 2022, American Electric Power Company, Inc. ("AEP" or the "Company") filed with the Securities and Exchange Commission a current report on Form 8-K which announced that (i) Nicholas K. Akins, Chair of the Board, Chief Executive Officer and President of AEP, would resign as President of the Company effective August 10, 2022, and, effective as of December 31, 2022, resign as Chief Executive Officer of the Company, (ii) Mr. Akins would be elected as Executive Chair of the Board of Directors of the Company (“Board”), effective January 1, 2023, (iii) Julia A. Sloat would be elected President and Chief Financial Officer of the Company, effective as of August 10, 2022, and as its President and Chief Executive Officer, effective as of January 1, 2023, and (iv) certain compensation information for Mr. Akins and Ms. Sloat in connection with the foregoing management changes that are effective January 1, 2023 would be disclosed in an amendment to the original Form 8-K
In connection with her appointment as Chief Executive Officer, effective January 1, 2023 Ms. Sloat's annual base salary will be $1,200,000. Ms. Sloat’s target under AEP’s annual incentive compensation plan will be 140% of her base salary earned during each year, and she will receive a grant date face value of $8,000,000 in long-term incentive (LTI) compensation annually. These LTI awards will be granted with a mix of 75% performance shares and 25% restricted stock units (RSUs) and with terms consistent with the Company’s past LTI awards.
In connection with his appointment as Executive Chair, effective January 1, 2023 Mr. Akins' annual base salary will be $1,150,000. Mr. Akins' target under AEP’s annual incentive compensation plan will be 135% of his base salary earned during each year, and he will receive a grant date face value of $2,000,000 in RSUs under the Company’s LTI plan. These RSUs will not be subject to vesting conditions and will be paid in AEP shares in equal thirds, with associated dividend credits, on February 21 of 2024, 2025 and 2026, following the first, second and third anniversaries of the anticipated February 20, 2023 grant date.
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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 | |||||||
December 8, 2022