[8-K] American Electric Power Company, Inc. Reports Material Event

Rhea-AI Filing Summary

American Electric Power Company, Inc. (AEP) filed an 8-K announcing a board leadership transition.

Sara Martinez Tucker will resign as Chair effective 31 Jul 2025 for personal reasons and expressly stated there is no disagreement with the company. She remains a director and has been elected independent Lead Director starting 1 Aug 2025.

The Board simultaneously elected CEO & President William J. Fehrman, a director since 1 Aug 2024, to assume the Chair role on 1 Aug 2025. The filing contains no financial or operational data; it is limited to governance matters. The move combines the CEO and Chair positions, shifting AEP from an independent Chair structure to a Lead-Director model.

Positive

• Continuity of leadership: outgoing Chair remains on the board as independent Lead Director, retaining experience and institutional knowledge.
• Orderly succession: Board elected a new Chair concurrent with resignation, preventing any leadership gap.

Negative

• Reduced board independence: CEO William J. Fehrman will also serve as Chair, concentrating power and potentially raising governance concerns.
• Loss of standalone independent Chair may prompt scrutiny from investors favoring separation of roles.

Insights

Corporate Governance Expert

TL;DR: CEO becomes Chair; former Chair remains as Lead Director—neutral governance shift with potential independence concerns.

Replacing an independent Chair with the sitting CEO centralises oversight and may concern investors who favour clear board independence. However, retaining Ms. Tucker as independent Lead Director preserves some checks and continuity. No disagreements were reported, mitigating immediate risk. Overall impact on governance is balanced but warrants monitoring against best-practice standards.

Equity Analyst

TL;DR: Leadership change only; no financial implications—share price impact likely minimal.

This 8-K contains no earnings, guidance or strategic shifts. Because Ms. Tucker remains on the board and transitions are scheduled, operational disruption appears low. Market reaction typically modest for such orderly governance changes unless investors view CEO-Chair duality negatively. Overall, the filing is informational rather than value-changing.

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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

Date of report (Date of earliest event reported) July 22, 2025

AMERICAN ELECTRIC POWER COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York			1-3525			13-4922640
(State or Other Jurisdiction of			(Commission File Number)			(IRS Employer Identification
Incorporation)						No.)

1 Riverside Plaza,			Columbus,			OH			43215
(Address of Principal Executive Offices)									(Zip Code)

(Registrant's Telephone Number, Including Area Code) (614) 716-1000

(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))

Securities registered pursuant to Section 12(b) of the Act:

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

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			☐
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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 22, 2025, Sara Martinez Tucker notified the Board of Directors (“Board”) of American Electric Power Company, Inc. (the “Company”) that she would resign as the Chair of the Board effective as of July 31, 2025. Ms. Tucker stated that she is resigning as Chair of the Board for personal reasons and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Ms. Tucker will remain on the Board and was elected as independent Lead Director effective August 1, 2025.

On July 22, 2025, the Board elected William J. Fehrman to serve as Chair of the Board effective August 1, 2025. Mr. Fehrman has served on the Board since August 1, 2024, and he is the Chief Executive Officer and President of the Company. .

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

July 23, 2025

FAQ

Why did Sara Martinez Tucker resign as Chair of AEP?

She cited personal reasons and stated there was no disagreement with AEP on operations, policies or practices.

When will William J. Fehrman become Chair of AEP?

The Board elected Mr. Fehrman Chair effective August 1, 2025.

Will Sara Martinez Tucker remain on AEP’s board?

Yes. She will continue as a director and will become independent Lead Director on August 1, 2025.

Does the 8-K report any disagreements with management?

No. The filing explicitly states Ms. Tucker’s resignation is not due to any disagreement with the company.

Are there financial or operational impacts disclosed?

No financial, earnings, or operational data are included; the filing addresses board leadership changes only.

How does combining the CEO and Chair roles affect AEP's governance structure?

The roles will be combined, but the board will maintain an independent Lead Director to provide separate oversight.