AMERICAN ELECTRIC POWER CO INC 8-K

What Happened American Electric Power Company, Inc. (AEP) filed an 8‑K reporting that on December 22, 2025 it entered a Board Observer Agreement with Carl C. Icahn and affiliated Icahn entities that gives Andrew J. Teno the right to attend Board meetings as a non‑voting observer. The filing also reports changes to AEP’s board committee structure approved December 2, 2025 and adopted December 22, 2025, effective July 1, 2026.

Key Details

• Board Observer Agreement signed December 22, 2025; grants Andrew J. Teno non‑voting observer rights to AEP’s Board.
• The Icahn group agreed to customary standstill and mutual non‑disparagement restrictions in the agreement; either party may terminate the agreement upon notice.
• The Board approved reducing active committees from seven to five, effective July 1, 2026: the Finance Committee will be eliminated and its duties split between the full Board and the Audit Committee.
• The Nominating and Governance Committee and the Human Resources Committee will be combined and renamed the Nomination, Governance & Compensation Committee; the By‑Laws were amended to reflect this change.

Why It Matters

• The Board Observer Agreement signals direct engagement between AEP’s board and an activist investor group (the Icahn group). The agreement’s standstill and non‑disparagement terms may limit immediate activist actions while providing the Icahn group greater access to board discussions via an observer.
• Committee consolidation changes governance oversight and reporting lines (notably Finance duties moving to the full Board and Audit Committee and the merger of governance and compensation oversight). These changes could affect how the company manages financial oversight and executive compensation matters going forward.
• No financial results or executive departures were reported in this 8‑K; investors should watch future filings (including the 10‑K exhibit referenced) for the full agreement text and any additional disclosures.