American Electric Power Company Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$AEP
Electric Utilities: Central
Utilities
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
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Item 1.01. Entry Into a Material Definitive Agreement.
On December 22, 2025, American Electric Power Company, Inc. (“American Electric Power,” “AEP” or the “Company”) entered into a Board Observer Agreement (the “Board Observer Agreement”) with Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP and Beckton Corp (collectively, the “Icahn Group”) and Andrew J. Teno.
Pursuant to the Board Observer Agreement, Andrew J. Teno shall have the right to serve as a non-voting observer to the Board of Directors of the Company (the “Board”).
Pursuant to the Board Observer Agreement, the Icahn Group has agreed to certain customary standstill and mutual non-disparagement restrictions. The Board Observer Agreement may be terminated by either the Company or the Icahn Group at any time upon notice to the other party.
The foregoing description of the Board Observer Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Board Observer Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.
Item 1.02. Termination of a Material Definitive Agreement.
Pursuant to the execution of the Board Observer Agreement (as discussed under Item 1.01 of this Current Report on Form 8-K), the Company and the Icahn Group agreed to terminate the Director Appointment and Nomination Agreement (the “Nomination Agreement”), dated as of February 12, 2024, by and among the Icahn Group, the Company and, solely with respect to the provisions applicable to the New Independent Director (as defined in the Nomination Agreement), the New Independent Director. The termination of the Nomination Agreement was effective as of December 22, 2025.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 2, 2025, the Board approved, effective July 1, 2026, a reduction in the number of active committees of the Board from seven to five by (i) eliminating the Finance Committee and distributing its responsibilities and duties between the full Board and the Audit Committee, and (ii) combining the Nominating and Governance Committee and the Human Resources Committee, and renaming the combined committee the Nomination, Governance & Compensation Committee. These changes were made to eliminate overlapping content currently presented in the Audit Committee, Finance Committee, and Chief Financial Officer’s Board reports and consolidate the complementary work of the Human Resources Committee and Nominating and Governance Committee.
On December 22, 2025, the Board adopted amendments to the By-Laws (the “By-Laws”) of the Company, effective July 1, 2026, to update Section 17 of the By-Laws to reflect a change in the name of the Committee on Directors and Corporate Governance to Nomination, Governance & Compensation Committee.
The foregoing description is qualified in its entirety by reference to the text of the By-Laws filed as Exhibit 3(b) to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 3(b) | |||||
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 29, 2025