Document


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

Date of report (Date of earliest event
reported)
April 23, 2019

AMERICAN ELECTRIC POWER COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
1-3525
New York
13-4922640
(Commission File Number)
(State or Other Jurisdiction of
Incorporation)
(IRS Employer Identification
No.)
1 Riverside Plaza, Columbus, OH
43215
(Address of Principal Executive Offices)
(Zip Code)
614-716-1000
(Registrant's Telephone Number, Including Area Code)
 
(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):
[ ]
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))
[ ]
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).
[ ]
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.




Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective April 23, 2019, the Board of Directors and shareholders of American Electric Power Company, Inc. (the “Company”) amended the Company’s Restated Certificate of Incorporation to eliminate shareholder preemptive rights.

The foregoing description is qualified in its entirety by reference to the amendment to the Restated Certificate of Incorporation approved by the Board and the shareholders, a copy of which is attached and incorporated herein as Exhibit 3.1 to this Form 8-K.


Item 5.07
Submission of Matters to a Vote of Security Holders
     
The Company held its annual meeting of shareholders (the “Annual Meeting”) on April 23, 2019 in Corpus Christi, Texas. 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 thirteen individuals to the Board of Directors (the “Board”) as set forth below:

Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
Nicholas K. Akins
353,288,754
4,297,434
1,115,132
78,520,373
David J. Anderson
355,209,271
2,510,733
981,502
78,520,373
J. Barnie Beasley, Jr.
356,359,400
1,286,578
1,055,125
78,520,373
Ralph D. Crosby, Jr.
349,799,470
7,896,964
1,004,771
78,520,373
Linda A. Goodspeed
351,089,630
6,706,203
905,673
78,520,373
Thomas E. Hoaglin
352,670,060
5,003,560
1,027,886
78,520,373
Sandra Beach Lin
356,516,712
1,283,619
901,175
78,520,373
Margaret M. McCarthy
355,597,571
2,088,779
1,014,210
78,520,373
Richard C. Notebaert
355,859,272
1,734,879
1,106,995
78,520,373
Lionel L. Nowell III
345,939,970
11,759,105
1,002,431
78,520,373
Stephen S. Rasmussen
356,150,796
1,568,400
982,310
78,520,373
Oliver G. Richard, III
356,130,617
1,529,422
1,041,467
78,520,373
Sara Martinez Tucker
353,876,500
3,916,786
907,653
78,520,373


Proposal 2

The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year as set forth below:

Votes For
Votes Against
Abstentions
434,019,049
2,065,937
1,136,877




Proposal 3

The Company’s shareholders approved an amendment to the Company’s restated Certificate of Incorporation to eliminate preemptive rights as set forth below:


Votes For
Votes Against
Abstentions
Broker Non-Votes
340,805,086
15,395,283
2,500,737
78,520,373


Proposal 4

The Company’s shareholders approved the advisory vote on executive compensation as set forth below:


Votes For
Votes Against
Abstentions
Broker Non-Votes
341,220,397
14,975,398
2,505,711
78,520,373


Item 9.01.    Financial Statements and Exhibits

(d)    Exhibits

3.1



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/ Thomas G. Berkemeyer
 
Name:
Thomas G. Berkemeyer
 
Title:
Assistant Secretary

April 29, 2019