AEP Files 8-K for Bylaw Amendments and Exhibits

TL;DR

AEP filed an 8-K for bylaw changes and exhibits, nothing major to see here.

AI Summary

American Electric Power Company, Inc. (AEP) filed an 8-K on December 29, 2025, reporting events as of December 22, 2025. The filing primarily concerns amendments to its articles of incorporation or bylaws and the submission of financial statements and exhibits. No specific financial figures or significant corporate actions were detailed in the provided excerpt.

Why It Matters

This filing indicates routine corporate governance updates and the submission of required financial documentation, which are standard for publicly traded companies.

Risk Assessment

Risk Level: low — The filing appears to be routine and does not disclose any immediate material changes or risks to the company's operations or financial standing.

Key Players & Entities

• AMERICAN ELECTRIC POWER CO INC (company) — Registrant
• AEP (company) — Abbreviation for Registrant
• 1 RIVERSIDE PLAZA, COLUMBUS, OH 43215 (location) — Principal Executive Offices Address
• 1934 Act (legal_document) — SEC Act under which the filing is made

FAQ

Key Financial Figures

• $6.50 — ange on which registered Common Stock, $6.50 par value AEP The NASDAQ Stock Market L

Filing Documents

• aep-20251222.htm (8-K) — 32KB
• a12-2025amendedbyxlawsex3b.htm (EX-3.B) — 106KB
• image_3a.jpg (GRAPHIC) — 0KB
• 0000004904-25-000202.txt ( ) — 327KB
• aep-20251222.xsd (EX-101.SCH) — 2KB
• aep-20251222_def.xml (EX-101.DEF) — 18KB
• aep-20251222_lab.xml (EX-101.LAB) — 30KB
• aep-20251222_pre.xml (EX-101.PRE) — 18KB
• aep-20251222_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

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.

02. Termination of a Material Definitive Agreement

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.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits 3(b) Amended By-Laws of American Electric Power Company, Inc., as amended December 22 , 2025 and effective July 1, 2026. 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

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View this 8-K filing on SEC EDGAR