American Electric Power Company, Inc. (AEP)
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AGM 2023

Apr 25, 2023

Nicholas K. Akins
Executive Chair, American Electric Power Company

Good morning, fellow shareholders and guests. The meeting will now come to order. I'm Nick Akins, Executive Chair of American Electric Power Company. Welcome to the company's 116th annual meeting of shareholders. The board of directors and I are delighted that you were able to attend our virtual annual meeting today. I wanna thank you all for joining us, and I hope you and your families are healthy and well. With that, we'll move to the official portion of this meeting. This annual meeting will be conducted according to the formal agenda outlined in the proxy statement dated March 15, 2023. We are here to conduct the business on that agenda and to consider any other matters that are properly brought before the meeting by the shareholders. With me is Ms. Julie A.

Sloat, Chief Executive Officer and President and Director of the company, Mr. David M. Feinberg, Executive Vice President, General Counsel, and our Secretary. Mr. Feinberg will be assisting me in the conduct of this meeting. The other directors are attending the meeting virtually and are not with us in person today. I do want to identify the 11 other director nominees. Mr. J. Barnie Beasley Jr. of Savannah, Georgia is the retired Chairman, President, and Chief Executive Officer of Southern Nuclear Operating Company. Mr. Ben Fowke of Tonka Bay, Minnesota is the retired Chairman, President, and Chief Executive Officer of Xcel Energy Inc. Mr. Art A. Garcia of Southwest Ranches, Florida is the retired Chief Financial Officer of Ryder Systems. Ms. Linda A. Goodspeed of Fort Myers, Florida is the retired Senior Vice President and Chief Information Officer of the ServiceMaster Company. Ms. Donna A.

James of Columbus, Ohio is Managing Director of Lardon & Associates, LLC. Ms. Sandra Beach Lin of Flower Mound, Texas is the retired Chief Executive Officer of Calisolar Inc. Ms. Margaret M. McCarthy of North Chatham, Massachusetts is the retired Executive Vice President, Technology Integration of CVS Health Corporation. Mr. Oliver G. Richard III of Lake Charles, Louisiana is the owner and President of Empire of the Seed, LLC and former Chief Executive Officer of Columbia Energy Group. Mr. Darryl Roberts of Wilmington, Delaware is the Senior Vice President and Chief Operations and Engineering Officer of DuPont de Nemours. Ms. Sara Martinez Tucker of Dallas, Texas is the former Chief Executive Officer of the National Math and Science Initiative and is a former Undersecretary of Education in the United States Department of Education.

Lewis Von Thaer of Columbus, Ohio is the President and Chief Executive Officer of Battelle Memorial Institute. Representatives of PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the company's 2022 financial statements, are attending the meeting virtually and will provide written responses to any appropriate questions after the meeting. The Audit Committee approved PricewaterhouseCoopers LLP as the company's independent registered accounting firm for 2023. Now we'll proceed with the meeting. Notice of this annual meeting was mailed on March 15, 2023 to all shareholders of record on February 28, 2023, which was the record date fixed by the board of directors that determined shareholders entitled to notice and to vote at this meeting. The board of directors of the company has appointed Ms. Amelia Rehagen and Ms.

Adele Forsyth of Computershare to act as inspectors of election at this meeting. The inspectors have advised me that they are present online or represented by proxy the holders of over 86% of the shares entitled to vote. This is a sufficient number of shares to constitute a quorum. Since holders of a majority of the shares of the common stock of the company entitled to vote are present online or represented by proxy at this meeting, there is a quorum present for the transaction of business. I declare that the 116th annual meeting of shareholders is officially convened. I know that some of you have questions or matters that you want to discuss.

We will have time to answer any questions submitted during the meeting after we complete action on the matters set forth in the proxy statement and on any other matters that may be properly brought before the meeting. The first order of business is the election of the 13 directors to hold office for one year and until their successors are elected and have been qualified. The board of directors recommends the following 13 directors: Nicholas K. Akins, J. Barnie Beasley Jr., Ben Fowke III, Art A. Garcia, Linda A. Goodspeed, Donna A. James, Sandra Beach Lin, Margaret M. McCarthy, Oliver G. Richard III, Darryl Roberts, Julie A. Sloat, Sara Martinez Tucker, and Lewis Von Thaer for election as directors of the company. I note for the record that no nomination for director has been properly made in advance of this meeting by any shareholder. Accordingly, all nominations are closed.

I declare the polls open for shareholders to submit their ballots for the election of directors. The next business to come before the meeting is to consider and take action on the proposal to ratify the appointment by the Audit Committee of the board of directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the company for the year 2023. The Audit Committee of the board of directors approved PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2023. As indicated in the proxy statement, the Audit Committee considers PricewaterhouseCoopers LLP to be the firm best qualified to perform this important function. The board of directors recommends that the shareholders ratify the appointment of PricewaterhouseCoopers LLP as the company's auditors. We ask for the shareholders at this time to submit their ballots with respect to this proposal.

The next business to come before the meeting is to consider and take action on the proposal to amend the company's bylaws to eliminate supermajority voting provisions, as discussed in the proxy statement. The board of directors recommends that shareholders approve the proposal to amend the company's bylaws to eliminate the supermajority provisions. We ask for the shareholders at this time to submit their ballots with respect to this proposal. The next business to come before the meeting is to consider and take action on the proposal to approve the compensation of the company's named executive officers, as described in the proxy statement. This proposal is a non-binding shareholder advisory vote. The board of directors recommends that shareholders approve the compensation of the company's executive officers as disclosed in the proxy statement.

We ask for the shareholders at this time to submit their ballots with respect to this proposal. The next business to come before the meeting is to consider and take action on the advisory vote of frequency of holding an advisory vote on executive compensation, as described in the proxy statement. This proposal is a non-binding shareholder advisory vote. The board of directors recommends that shareholders vote for a frequency of one year. We ask for the shareholders at this time to submit their ballots with respect to this proposal. I hereby declare the polls closed. This concludes the business to be presented to this meeting by the company's board of directors. Since there is no other formal business to come before this meeting, will the inspectors of election please tally the ballots and prepare their report?

While the inspectors are tabulating the ballots cast, I'll turn the meeting over to Ms. Sloat, who will make some comments about 2022 and our future. Julie?

Julie A. Sloat
President and CEO, American Electric Power Company

Thanks, Nick. This past year was filled with change for our company. With change comes great opportunity. In August, I was humbled when the board of directors elected me as AEP's next chief executive officer and entrusted me with building upon the company's strong foundation. It's an honor to lead AEP during such a pivotal time for our industry and for our company. The expectations of our customers, communities, investors are changing, and I'm proud to share that our team is embracing the challenge and delivering for our stakeholders. In 2022, we strengthened our balance sheet and continued creating value for our investors. We delivered strong financial results and introduced our 2023 guidance range of $5.19-$5.39 per share, with a projected annual operating earnings growth rate of 6%-7%.

We also raised our quarterly cash dividend $0.05 to $0.83 a share on the company's common stock, which is in line with our long-term growth rate and within the targeted payout ratio of 60%-70%. Our strategic vision focuses on investing in our regulated operations and de-risking the business through active management of our portfolio. In February, we announced an agreement to sell 1,365 megawatts of unregulated contracted renewables, which we expect to close in the second quarter of 2023. We plan to complete the strategic review of our retail business in the first half of this year. We also recently announced next steps for our Kentucky operations as we focus on economic development and providing reliable service to our customers.

Across our service territory, our priority is constructing modern, resilient infrastructure that supports the evolving needs of our customers in a clean energy future. Our five-year capital plan allocates $26 billion to build transmission and distribution infrastructure that enhances reliability, improves efficiency, and supports the transition to renewable energy. In 2022, we adjusted our near-term carbon dioxide reduction goals from a 2000 baseline to a 2005 baseline, upgraded our 80% reduction by 2030 target to include full Scope 1 emissions, and accelerated our net zero goal by five years to 2045. We see a clear pathway to achieve our accelerated carbon reduction goal and continue to explore new technologies to close the gap. Over the next 10 years, our regulated generation plan outlines nearly 15,700 megawatts of investment in potential renewables and energy storage.

These investments will enable us to meet the capacity needs of our customers and support the transition to net zero. Diversifying our generation portfolio is a critical step in managing affordability for our customers and reducing the impact of fuel price volatility. Bringing jobs and growth to our communities also helps maintain affordability. Our economic development program helped generate jobs, tax revenue, and opportunity for the communities we serve. Despite the global eco-economic uncertainty inflationary cost pressures, two-thirds of our industrial load growth in 2022 was directly tied to our previous economic development efforts. These initiatives also played a role in attracting 101 new projects and $28 billion in capital investment in AEP's service territory last year. The ability to execute and deliver for our customers and our communities relies on attracting and retaining top talent.

We're creating a high-performance work culture where all employees are engaged and feel valued while strengthening our commitment to diversity, equity, and inclusion. This past year, we were named one of the best employers for new grads by Forbes. We're included in the Bloomberg Gender-Equality Index. We also received the Gallup Exceptional Workplace Award for the fourth year in a row. AEP was honored to earn a spot on the JUST 100 list and to be recognized as a best ESG company by Investor's Business Daily. These awards reflect our commitment to excellence in environmental, social, and governance practices and highlight our work as a corporate citizen. These accomplishments are just a few steps on our journey to build the energy company of the future. We look forward to continuing the positive momentum this year and beyond.

I'd like to thank our entire AEP team for their commitment to our customers. Our employees power everything we do, and I'm grateful for their hard work. Thank you also to our shareholders for your continued investment in our company. We appreciate your support. Back to you, Nick.

Nicholas K. Akins
Executive Chair, American Electric Power Company

Thank you, Julie. While the inspectors continue tabulating votes, here is a video that highlights our efforts to achieve our strategic sustainability goals while delivering reliable and affordable energy to customers.

Speaker 5

At American Electric Power, we provide more than electricity to our millions of customers. We energize possibilities. That's why we're taking steps to reduce our carbon footprint, empowering our customers and communities, and developing our workforce for the future, all while delivering reliable and affordable service. We remain committed to a clean energy future and our portfolio. We've cut our carbon dioxide emissions significantly since 2005, and continue to expand our renewable energy sources while encouraging electrification to lessen our environmental footprint. Leading by example, we've pledged to replace our entire fleet of cars and light-duty trucks with electric vehicle alternatives within the next decade. Advances in technology mean our customers need a more personalized, responsive energy experience. We're developing and deploying custom energy solutions that put the power in their hands. Revitalizing our equipment and infrastructure to implement cutting-edge technology is our priority.

We continue to innovate, discovering new ways to build a more modern, efficient energy grid. We want to do more than just keep the lights on. We want to create more vibrant communities. Our focus on economic development in our service territory means more jobs, tax revenue, and opportunities. By directing nearly half of our corporate spend to locally based diverse suppliers, we are making an impact on local economies. We are passionate about giving back to the communities where we live and work, and our employees make it all happen. From disaster relief to work with nonprofits, our talented workforce is transforming the energy business for the better. It's easy to see why we think our people are the greatest asset we have, which is why we're focused on hiring and retaining top talent while reimagining the future of work.

Diversity, equity, and inclusion are cornerstones of our company culture, and we continually seek out new skills and perspectives that spark innovation. At AEP, we are always moving forward, learning, improving, and accelerating toward our strategic sustainability goals. While the energy industry and the needs of our customers may change, our commitment to a sustainable energy future is unwavering, and we believe it's more important than ever. Together with our customers and communities, we are building a brighter future.

Nicholas K. Akins
Executive Chair, American Electric Power Company

We hope you enjoyed the video. Now we'll turn it over to questions that the shareholders may have. Darcy, do we have any questions?

Darcy Reese
VP of Investor Relations, American Electric Power Company

We do. Good morning, everybody. I've been monitoring incoming questions, so far we've received 1. Julie, I'm gonna throw this to you. The question is: "What are the company's plans for looking at new technologies for expanding better and cleaner fossil fuels?

Julie A. Sloat
President and CEO, American Electric Power Company

Thank you for the question. I appreciate that question very much because as you hear us talk about our investment opportunities at American Electric Power, we talk a lot about renewables. In the background, I gotta tell you, we're looking at all sorts of different technologies because at the end of the day, it's gonna take all of our technologies. Specifically as it relates to fossil fuels, obviously trying to do that in a much more cleaner, and responsible way. Over time, I'm sure that we'll come back to looking at Carbon capture and sequestration and things of that nature. Again, as I mentioned, it's gonna take everything. Looking at technology like small modular nuclear, things like energy storage, that continues to be top of mind for us.

I know I'm getting a little bit away from the fossil component, but like I said, it's gonna take everything. As well as, again, hydrogen and back to the renewables that we've talked about so much as it relates to solar and wind. At the end of the day, we gotta keep the lights on, keep the power flowing. It's gotta be dispatchable because people cannot live without the product. I thank you very much for that question.

Darcy Reese
VP of Investor Relations, American Electric Power Company

Okay. Back to you, Nick.

Nicholas K. Akins
Executive Chair, American Electric Power Company

Any others? Okay. Good. Good. The inspectors of election have provided preliminary voting results. The final voting results will be reported in an 8-K that will be followed with the Securities and Exchange Commission in the next few days. Mr. Feinberg, will you please inform the meeting as to the voting results?

David M. Feinberg
EVP of General Counsel and Secretary, American Electric Power Company

Yes, Mr. Chair. The inspectors have tabulated the votes cast for the election of directors. They have reported that the shareholders present online or represented by proxy at the meeting have elected the following 13 persons directors of this company: Nicholas K. Akins, J. Barnie Beasley Jr., Ben Fowke, Art A. Garcia, Linda A. Goodspeed, Donna A. James, Sandra Beach Lin, Margaret M. McCarthy, Oliver G. Richard III, Darryl Roberts, Julie A. Sloat, Sara Martinez Tucker, and Lewis Von Thaer.

Nicholas K. Akins
Executive Chair, American Electric Power Company

Okay. You have heard the inspector's report. I hereby declare that the persons named by the secretary have been duly elected directors for this company. Mr. Feinberg, will you please provide the other voting results?

David M. Feinberg
EVP of General Counsel and Secretary, American Electric Power Company

Mr. Chair, the inspectors also have tabulated the votes cast for the other proposals presented to this meeting as follows. On proposal two, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company, shares representing approximately 99% of the votes cast during this meeting voted in favor of this proposal. This proposal passed. On proposal three, the proposal to amend the company's bylaws to eliminate supermajority voting provisions, the vote was 381,228,323 shares for, which represents 74.1% of the votes cast at this meeting. 4,057,649 shares against, and 1,801,028 shares abstaining. This proposal also passed.

On proposal four, the proposal to approve the company's compensation of the named executive officers as described in the proxy statement, shares representing approximately 95% of the votes cast during this meeting voted in favor of this proposal, so this proposal also passed. On proposal five, the advisory vote on frequency of holding an advisory vote on executive compensation, the vote was 380,550,726 shares for one year, which represents 98.7% of the votes cast at this meeting. 1,089,562 shares for two years, 3,842,658 shares for three years, and 1,602,898 shares abstaining. The majority of shares have voted for an annual vote.

Nicholas K. Akins
Executive Chair, American Electric Power Company

Is there any other business to come before this meeting? If there is no further business to come before this meeting, I declare the meeting adjourned. Thank you all for attending.

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