8-K

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) September 29, 2023

AMERICAN ELECTRIC POWER COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York	1-3525	13-4922640
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification
Incorporation)		No.)

1 Riverside Plaza,	Columbus,	OH	43215
(Address of Principal Executive Offices)			(Zip Code)

(Registrant's Telephone Number, Including Area Code) (614) 716-1000

(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
Common Stock, $6.50 par value	AEP	The NASDAQ Stock Market LLC

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 September 29, 2023, the Board of Directors of American Electric Power Company Inc. (“AEP” or “Company”) elected Charles E. Zebula to serve as AEP’s Executive Vice President and Chief Financial Officer effective as of September 30, 2023. As Chief Financial Officer, Mr. Zebula will serve as AEP’s principal financial officer.

Mr. Zebula, age 63, has been Executive Vice President – Portfolio Optimization of the Company since July 2021 and has been responsible for significant strategic actions to de-risk and simplify AEP’s business profile. Prior to that, Mr. Zebula served as AEP’s Executive Vice President – Energy Supply (January 2013-July 2021) and Senior Vice President Investor Relations and Treasurer (September 2008-December 2012) as well as numerous other roles for American Electric Power Service Corporation, AEP’s wholly-owned service company subsidiary, and other AEP subsidiaries. Mr. Zebula earned a Bachelor of Science in mining engineering and a Master of Science in mineral processing from Pennsylvania State University and a Master of Science in industrial administration from Carnegie Mellon University.

There are no arrangements or understandings between Mr. Zebula and any other person pursuant to which Mr. Zebula was appointed as Executive Vice President and Chief Financial Officer. Mr. Zebula does not have any family relationships with any of the Company’s directors or other 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 Executive Vice President and Chief Financial Officer, Mr. Zebula’s annual base salary will increase from $619,500 to $700,000. Mr. Zebula’s target under AEP’s annual incentive compensation plan will remain 80% of his base salary earned during each year. He will also receive a grant date face value of $1,500,000 in restricted stock units (RSUs), under the Company’s long-term incentive plan (“LTIP”) in lieu of a normal annual long-term incentive award for 2024. In approving this award, the Human Resources Committee of the Board considered the Company’s age 65 retirement policy, Mr. Zebula’s expressed interest in retiring on or before he reaches this age, and the need for timing flexibility with respect to identifying and onboarding a successor Chief Financial Officer. Specifically, 100% of these RSUs will vest if Mr. Zebula remains continuously employed with the Company through the first to occur of December 31, 2024 or the date he retires from the Company with the advance written approval of the Company. In connection with his appointment and the grant of RSUs, Mr. Zebula has agreed that he will no longer be eligible for benefits under in the Company’s executive severance plan and he has acknowledged that his later retirement from this position on a specific date chosen by the Company will not trigger his eligibility for benefits under the Company’s general severance plan.

On October 2, 2023, the Company announced that, effective September 29, 2023, Ann P. Kelly’s employment was terminated as Executive Vice President and Chief Financial Officer. Her involuntary separation triggers benefits to her under the Company’s Executive Severance Plan if Ms. Kelly enters a severance, release of all claims, and noncompetition agreement (“Agreement”) with the Company. Under the Company’s Executive Severance Plan, the Company would provide Ms. Kelly one-times her current salary and target annual incentive compensation, prorated vesting of performance shares and restricted stock units under the Company’s LTIP. By signing the Agreement, Ms. Kelly would release the Company from all claims that Ms. Kelly may lawfully release, agree not to compete with the Company for one-year, and re-affirm certain non-solicitation, confidentiality, non-disparagement and cooperation covenants with the Company.

A copy of the Company’s related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

(d)    Exhibits

99.1 Press Release dated October 2, 2023

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

October 2, 2023

EX-99.1

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 APPOINTS CHARLES E. ZEBULA CHIEF FINANCIAL OFFICER

Company reaffirms 2023 operating earnings guidancerange of $5.19 to $5.39 per share, long-term growth rate of 6% to 7% and FFO/Debt target of 14% to 15%

COLUMBUS, Ohio, Oct. 2, 2023 – American Electric Power (Nasdaq: AEP) today announced the appointment of Charles E. Zebula as executive vice president and chief financial officer, effective immediately. Zebula previously served as AEP’s executive vice president, Portfolio Optimization. He succeeds Ann P. Kelly, who is departing the company.

“Chuck’s deep understanding of our business, including his execution of large-scale strategic initiatives and the financial expertise he brings as AEP’s former Treasurer, will be critical to our success as we continue to de-risk our portfolio and navigate changing market conditions,” said Julie Sloat, AEP chair, president and chief executive officer. “His experience and collaborative leadership approach ensure our team is well-positioned to meet the unprecedented challenges facing our industry, actively manage our business and meet our stakeholder commitments.”

Sloat continued, “I would like to thank Ann for her contributions to the company, and we wish her well in her future endeavors.”

“I am honored to have the opportunity to lead AEP’s finance organization,” Zebula said. “I look forward to working closely with Julie and the rest of the executive leadership team to capture the opportunities in front of us and advance our next chapter of growth in this evolving economic and regulatory environment.”

AEP today also reaffirmed its 2023 operating earnings guidance range of $5.19 to $5.39 per share, long-term growth rate of 6% to 7% and FFO/Debt target of 14% to 15%.

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About Charles E. Zebula

Zebula, 63, has served in key leadership roles of increasing responsibility during his 25-year career at AEP. Since July 2021, he has been executive vice president – Portfolio Optimization, responsible for identifying and executing AEP’s corporate strategic initiatives. Previously, Zebula served as executive vice president – Energy Supply, senior vice president – Investor Relations and Treasurer, and numerous other positions at AEP and its subsidiaries.

He has been responsible for significant strategic actions to de-risk and simplify AEP’s business profile over the past decade. This includes overseeing the $550 million sale of AEP River Operations in 2015, a $2.1 billion sale of four competitive power plants in 2017 and jointly overseeing the $1.5 billion sale of AEP’s unregulated renewables portfolio earlier this year.

Prior to joining AEP in 1998, Zebula was a senior associate for Putman, Hayes & Bartlett, an economic and management consulting firm in Washington, D.C. He also worked as a process engineer serving several industries at ICF Kaiser Engineers and GAF Corporation. Zebula earned a bachelor’s degree in mining engineering and a master’s degree in mineral processing from the Pennsylvania State University. He also received a master’s degree in industrial administration from Carnegie Mellon University.

About American Electric Power

American Electric Power, based in Columbus, Ohio, is powering a cleaner, brighter energy future for its customers and communities. AEP’s approximately 17,000 employees operate and maintain the nation’s largest electricity transmission system and more than 225,000 miles of distribution lines to safely deliver reliable and affordable power to 5.6 million regulated customers in 11 states. AEP also is one of the nation’s largest electricity producers with nearly 29,000 megawatts of diverse generating capacity, including approximately 5,800 megawatts of renewable energy. The company’s plans include growing its regulated renewable generation portfolio to approximately 50% of total capacity by 2032. AEP is on track to reach an 80% reduction in carbon dioxide emissions from 2005 levels by 2030 and has committed to achieving net zero by 2045. AEP is recognized consistently for its focus on sustainability, community engagement, and diversity, equity and inclusion. AEP’s family of companies includes utilities AEP Ohio, AEP Texas, Appalachian Power (in Virginia and West Virginia), AEP Appalachian Power (in 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. For more information, visit aep.com.

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This report made by American Electric Power and its Registrant Subsidiaries contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Although AEP and each of its Registrant Subsidiaries believe that their expectations are based on reasonable assumptions, any such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are: changes in economic conditions, electric market demand and demographic patterns in AEP service territories; the impact of pandemics, including COVID-19, and any associated disruption of AEP’s business operations due to impacts on economic or market conditions, costs of compliance with potential government regulations and employees’ reactions to those regulations, electricity usage, supply chain issues, customers, service providers, vendors and suppliers; the economic impact of escalating global trade tensions including the conflict between Russia and Ukraine, and the adoption or expansion of economic sanctions or trade restrictions; inflationary or deflationary interest rate trends; volatility in the financial markets, particularly developments affecting the

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availability or cost of capital to finance new capital projects and refinance existing debt; the availability and cost of funds to finance working capital and capital needs, particularly if expected sources of capital, such as proceeds from the sale of assets or subsidiaries, do not materialize, and during periods when the time lag between incurring costs and recovery is long and the costs are material; decreased demand for electricity; weather conditions, including storms and drought conditions, and AEP’s ability to recover significant storm restoration costs; the cost of fuel and its transportation, the creditworthiness and performance of fuel suppliers and transporters and the cost of storing and disposing of used fuel, including coal ash and spent nuclear fuel; the availability of fuel and necessary generation capacity and the performance of generation plants; AEP’s ability to recover fuel and other energy costs through regulated or competitive electric rates; the ability to transition from fossil generation and the ability to build or acquire renewable generation, transmission lines and facilities (including the ability to obtain any necessary regulatory approvals and permits) when needed at acceptable prices and terms, including favorable tax treatment, and to recover those costs; new legislation, litigation and government regulation, including changes to tax laws and regulations, oversight of nuclear generation, energy commodity trading and new or heightened requirements for reduced emissions of sulfur, nitrogen, mercury, carbon, soot or particulate matter and other substances that could impact the continued operation, cost recovery, and/or profitability of AEP’s generation plants and related assets; the risks associated with fuels used before, during and after the generation of electricity, including coal ash and nuclear fuel; timing and resolution of pending and future rate cases, negotiations and other regulatory decisions, including rate or other recovery of new investments in generation, distribution and transmission service and environmental compliance; resolution of litigation; AEP’s ability to constrain operation and maintenance costs; prices and demand for power generated and sold at wholesale; changes in technology, particularly with respect to energy storage and new, developing, alternative or distributed sources of generation; AEP’s ability to recover through rates any remaining unrecovered investment in generation units that may be retired before the end of their previously projected useful lives; volatility and changes in markets for coal and other energy-related commodities, particularly changes in the price of natural gas; changes in utility regulation and the allocation of costs within regional transmission organizations, including ERCOT, PJM and SPP; changes in the creditworthiness of the counterparties with contractual arrangements, including participants in the energy trading market; actions of rating agencies, including changes in the ratings of debt; the impact of volatility in the capital markets on the value of the investments held by AEP’s pension, other postretirement benefit plans, captive insurance entity and nuclear decommissioning trust and the impact of such volatility on future funding requirements; accounting standards periodically issued by accounting standard-setting bodies; other risks and unforeseen events, including wars and military conflicts, the effects of terrorism (including increased security costs), embargoes, naturally occurring and human-caused fires, cyber security threats and other catastrophic events; and the ability to attract and retain the requisite work force and key personnel.

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XML

Document and Entity Information	Sep. 29, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 29, 2023
Entity Registrant Name	AMERICAN ELECTRIC POWER COMPANY, INC.
Entity File Number	1-3525
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	13-4922640
Entity Address, Address Line One	1 Riverside Plaza,
Entity Address, City or Town	Columbus,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43215
City Area Code	(614)
Local Phone Number	716-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000004904
Amendment Flag	false
The NASDAQ Stock Market LLC | Common Stock, $6.50 par value
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $6.50 par value
Trading Symbol	AEP
Security Exchange Name	NASDAQ