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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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| Date of report (Date of earliest event reported) | April 23, 2024 |
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| AMERICAN ELECTRIC POWER COMPANY, INC. |
(Exact Name of Registrant as Specified in Its Charter)
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| New York | 1-3525 | 13-4922640 |
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification |
Incorporation) | | No.) |
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| 1 Riverside Plaza, | Columbus, | OH | 43215 |
| (Address of Principal Executive Offices) | (Zip Code) |
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| (Registrant's Telephone Number, Including Area Code) | (614) | 716-1000 | |
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(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):
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| ☐ | 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:
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| 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 |
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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 | ☐ |
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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. |
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Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of shareholders (the “Annual Meeting”) via live webcast on April 23, 2024. At the Annual Meeting, the shareholders approved four proposals. The proposals are described in detail in the Proxy Statement.
Proposal 1
The Company’s shareholders elected twelve individuals to the Board as set forth below:
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| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Benjamin G.S. Fowke, III | 389,624,655 | 4,044,414 | 1,676,866 | 62,847,186 |
| Art A. Garcia | 355,343,361 | 38,292,656 | 1,709,918 | 62,847,186 |
| Hunter C. Gary | 379,530,629 | 14,082,501 | 1,732,805 | 62,847,186 |
| Linda A. Goodspeed | 384,705,373 | 9,012,502 | 1,628,032 | 62,847,186 |
| Donna A. James | 391,538,708 | 2,169,853 | 1,637,374 | 62,847,186 |
| Sandra Beach Lin | 373,501,117 | 19,888,158 | 1,956,660 | 62,847,186 |
| Henry P. Linginfelter | 390,094,918 | 3,501,913 | 1,749,062 | 62,847,186 |
| Margaret M. McCarthy | 387,857,213 | 5,781,983 | 1,706,739 | 62,847,186 |
| Daryl Roberts | 389,720,329 | 3,918,062 | 1,707,544 | 62,847,186 |
| Daniel G. Stoddard | 392,158,030 | 1,483,561 | 1,704,302 | 62,847,186 |
| Sara Martinez Tucker | 375,730,473 | 17,954,802 | 1,660,660 | 62,847,186 |
| Lewis Von Thaer | 388,818,081 | 4,769,756 | 1,758,098 | 62,847,186 |
Proposal 2
The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year as set forth below:
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| Votes For | Votes Against | Abstentions |
| 454,744,822 | 1,852,229 | 1,595,910 |
Proposal 3
The Company’s shareholders approved the advisory vote on executive compensation as set forth below:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 375,985,050 | 16,599,247 | 2,761,376 | 62,847,186 |
Proposal 4
The Company’s shareholders approved the American Electric Power System 2024 Long-Term Incentive Plan as set forth below:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 374,695,629 | 16,935,641 | 3,714,277 | 62,847,186 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| 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.
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| AMERICAN ELECTRIC POWER COMPANY, INC. |
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| By: | /s/ David C. House |
| Name: | David C. House |
| Title: | Assistant Secretary |
April 25, 2024