Company enters into an agreement with Icahn Capital
L.P.
COLUMBUS, Ohio, Feb. 12,
2024 /PRNewswire/ -- American Electric Power
(Nasdaq: AEP) today announced that it has entered into an agreement
with Icahn Capital L.P. and certain of its affiliates, under which
Hunter C. Gary, senior managing
director at Icahn Enterprises L.P., and Henry ("Hank") P.
Linginfelter, retired executive vice president of Southern Company
Gas, will join AEP's Board of Directors, effective today.
Julie Sloat, AEP chair, president
and chief executive officer, said, "On behalf of the Board, we
welcome Hunter and Hank to AEP. Hunter's experience providing
operational oversight as an investor and public company director
and Hank's utility regulatory experience will serve us well as we
continue to execute on our strategic priorities and enhance value
for our shareholders. We are confident that their perspectives will
add value in the boardroom as we continue to simplify and de-risk
our operations, control costs and execute on our flexible and
robust capital plan to provide safe, reliable and affordable
service to our customers."
"We look forward to working with Julie
Sloat and the Board of Directors to optimize the value and
performance of AEP's high quality regulated electric utility
business for the benefit of all of AEP's stakeholders," said
Carl C. Icahn.
With the additions of Gary and Linginfelter, the Board will
temporarily increase to 14 directors, 13 of whom are independent.
Gary and Linginfelter will stand for election at AEP's 2024 Annual
Meeting of Shareholders as part of the company's recommended slate
of director nominees, following which the Board will once again be
comprised of 12 directors. Gary's appointment is subject to certain
regulatory approvals, and he will have voting rights on the Board
after those approvals are received.
Additionally, the Board has invited Andrew J. Teno, portfolio manager at Icahn
Capital, to serve as a non-voting observer in Board meetings. Teno
brings significant relevant industry expertise given his experience
as a Board member of FirstEnergy, Southwest Gas Corporation and
Cheniere Energy, Inc., among others.
Icahn Capital and certain of its affiliates have agreed to
customary standstill, voting commitments and other provisions. The
agreement will be filed on a Form 8-K with the Securities and
Exchange Commission.
J.P. Morgan Securities LLC is serving as financial advisor and
Simpson Thacher & Bartlett LLP is serving as legal counsel to
AEP.
About Hunter C. Gary
Gary is a senior managing director of Icahn Enterprises, L.P.
(IEP), a diversified holding company engaged in a variety of
businesses, where he is responsible for monitoring and enhancing
portfolio company operations. Gary is also a member of the Board of
Conduent Inc. and CVR Energy, Inc. He received his Bachelor of
Science degree from Georgetown
University as well as a certificate of executive development
from Columbia Graduate School of Business.
About Henry P.
Linginfelter
Linginfelter is the retired executive vice president of Southern
Company Gas, the largest gas utility in the U.S. He was responsible
for all operations, safety, construction, customer service,
engineering, environmental, gas supply and control, budgeting and
planning, and financial planning, among other responsibilities. He
currently serves as a member of the Board of Directors at Southwest
Gas Holdings Inc., and previously was on the Board of Southern
Company's captive insurance business. He has broad executive and
operating experience, as well as extensive experience in regulatory
and legislative affairs. Linginfelter is the former chair of the
Southern Gas Association and served on the American Gas Association
Leadership Council for several years. Linginfelter received his
Bachelor of Science and Industrial Management at Georgia Institute of Technology as well as an MBA
at Georgia State University.
About AEP
At American Electric Power, based in
Columbus, Ohio, we understand that
our customers and communities depend on safe, reliable and
affordable power. Our nearly 17,000 employees operate and maintain
more than 40,000 miles of transmission lines, the nation's largest
electric transmission system, and more than 225,000 miles of
distribution lines to deliver power to 5.6 million customers in 11
states. AEP also is one of the nation's largest electricity
producers with nearly 29,000 megawatts of diverse generating
capacity, including approximately 6,100 megawatts of renewable
energy. AEP is investing $43 billion
over the next five years to make the electric grid cleaner and more
reliable. We are on track to reach an 80% reduction in carbon
dioxide emissions from 2005 levels by 2030 and have a goal to
achieve net zero by 2045. AEP is recognized consistently for its
focus on sustainability, community engagement and inclusion. AEP's
family of companies includes utilities AEP Ohio, AEP Texas,
Appalachian Power (in Virginia and
West Virginia), AEP Appalachian
Power (in Tennessee), Indiana
Michigan Power, Kentucky Power, Public Service Company of
Oklahoma, and Southwestern
Electric Power Company (in Arkansas, Louisiana, east Texas and the Texas
Panhandle). AEP also owns AEP Energy, which provides
innovative competitive energy solutions nationwide. For more
information, visit aep.com.
This report made by American Electric Power and its Registrant
Subsidiaries contains forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934. Although AEP
and each of its Registrant Subsidiaries believe that their
expectations are based on reasonable assumptions, any such
statements may be influenced by factors that could cause actual
outcomes and results to be materially different from those
projected. Among the factors that could cause actual results to
differ materially from those in the forward-looking statements are:
changes in economic conditions, electric market demand and
demographic patterns in AEP service territories; the impact of
pandemics and any associated disruption of AEP's business
operations due to impacts on economic or market conditions, costs
of compliance with potential government regulations, electricity
usage, supply chain issues, customers, service providers, vendors
and suppliers; the economic impact of increased global trade
tensions including the conflicts in Ukraine and the Middle East, and the adoption or expansion of
economic sanctions or trade restrictions; inflationary or
deflationary interest rate trends; volatility and disruptions in
the financial markets precipitated by any cause, including failure
to make progress on federal budget or debt ceiling matters,
particularly developments affecting the availability or cost of
capital to finance new capital projects and refinance existing
debt; the availability and cost of funds to finance working capital
and capital needs, particularly if expected sources of capital,
such as proceeds from the sale of assets or subsidiaries, do not
materialize, and during periods when the time lag between incurring
costs and recovery is long and the costs are material; decreased
demand for electricity; weather conditions, including storms and
drought conditions, and AEP's ability to recover significant storm
restoration costs; limitations or restrictions on the amounts and
types of insurance available to cover losses that might arise in
connection with natural disasters or operations; the cost of fuel
and its transportation, the creditworthiness and performance of
fuel suppliers and transporters and the cost of storing and
disposing of used fuel, including coal ash and spent nuclear fuel;
the availability of fuel and necessary generation capacity and the
performance of generation plants; AEP's ability to recover fuel and
other energy costs through regulated or competitive electric rates;
the ability to transition from fossil generation and the ability to
build or acquire renewable generation, transmission lines and
facilities (including the ability to obtain any necessary
regulatory approvals and permits) when needed at acceptable prices
and terms, including favorable tax treatment, and to recover those
costs; new legislation, litigation and government regulation,
including changes to tax laws and regulations, oversight of nuclear
generation, energy commodity trading and new or heightened
requirements for reduced emissions of sulfur, nitrogen, mercury,
carbon, soot or particulate matter and other substances that could
impact the continued operation, cost recovery, and/or profitability
of generation plants and related assets; the impact of federal tax
legislation on results of operations, financial condition, cash
flows or credit ratings; the risks associated with fuels used
before, during and after the generation of electricity and the
byproducts and wastes of such fuels, including coal ash and spent
nuclear fuel; timing and resolution of pending and future rate
cases, negotiations and other regulatory decisions, including rate
or other recovery of new investments in generation, distribution
and transmission service and environmental compliance; resolution
of litigation or regulatory proceedings or investigations; AEP's
ability to constrain operation and maintenance costs; prices and
demand for power generated and sold at wholesale; changes in
technology, particularly with respect to energy storage and new,
developing, alternative or distributed sources of generation; AEP's
ability to recover through rates any remaining unrecovered
investment in generation units that may be retired before the end
of their previously projected useful lives; volatility and changes
in markets for coal and other energy-related commodities,
particularly changes in the price of natural gas; the impact of
changing expectations and demands of customers, regulators,
investors and stakeholders, including heightened emphasis on
environmental, social and governance concerns; changes in utility
regulation and the allocation of costs within regional transmission
organizations, including ERCOT, PJM and SPP; changes in the
creditworthiness of the counterparties with contractual
arrangements, including participants in the energy trading market;
actions of rating agencies, including changes in the ratings of
debt; the impact of volatility in the capital markets on the value
of the investments held by AEP's pension, other postretirement
benefit plans, captive insurance entity and nuclear decommissioning
trust and the impact of such volatility on future funding
requirements; accounting standards periodically issued by
accounting standard-setting bodies; other risks and unforeseen
events, including wars and military conflicts, the effects of
terrorism (including increased security costs), embargoes,
wildfires, cyber security threats and other catastrophic events;
and the ability to attract and retain the requisite work force and
key personnel.
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SOURCE American Electric Power