American Electric Power expands board with Icahn Capital representatives


In a significant move to bolster its governance and strategic direction, American Electric Power (Nasdaq: AEP), a leader in the electric utility industry, has announced a pivotal agreement with Icahn Capital L.P. and its affiliates. Effective immediately, Hunter C. Gary, Senior Managing Director at Icahn Enterprises L.P., along with Henry “Hank” P. Linginfelter, a seasoned executive from Southern Company Gas, have been appointed to join AEP’s Board of Directors.

This strategic decision underscores AEP’s commitment to enhancing its operational efficiency, regulatory expertise, and overall value for shareholders. Julie Sloat, AEP’s Chair, President, and Chief Executive Officer, expressed enthusiasm for the new appointments, highlighting Gary’s rich experience in operational oversight and public company directorship, alongside Linginfelter’s profound utility regulatory knowledge. These additions are expected to significantly contribute to AEP’s ongoing efforts to simplify and de-risk operations, control costs, and execute a flexible capital plan aimed at delivering safe, reliable, and affordable service.

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Carl C. Icahn of Icahn Capital echoed this sentiment, emphasizing the potential to optimize AEP’s high-quality regulated electric utility business for the benefit of all stakeholders. The inclusion of Gary and Linginfelter expands the Board to 14 directors, 13 of whom are independent, marking a temporary increase until the 2024 Annual Meeting of Shareholders. Both will stand for election within the company’s recommended slate of director nominees, aiming to streamline the Board back to 12 directors. Gary’s appointment awaits certain regulatory approvals before he obtains full voting rights.

AEP Announces Board Changes, Welcomes New Directors from Icahn Capital

AEP Announces Board Changes, Welcomes New Directors from Icahn Capital

Further enriching the Board’s expertise, Andrew J. Teno, Portfolio Manager at Icahn Capital, has been invited as a non-voting observer, bringing valuable industry insights from his tenure on the boards of FirstEnergy, Southwest Gas Corporation, and Cheniere Energy, Inc. This strategic partnership is reinforced by customary standstill, voting commitments, and other provisions agreed upon by Icahn Capital and its affiliates, detailed in a forthcoming Form 8-K filing with the Securities and Exchange Commission.

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Supporting this transition, J.P. Morgan Securities LLC and Simpson Thacher & Bartlett LLP have been enlisted as AEP’s financial advisor and legal counsel, respectively. The additions of Gary and Linginfelter are poised to invigorate AEP’s Board with diverse perspectives and expertise, particularly in operational oversight and utility regulation. This move is part of AEP’s broader strategy to navigate the complex energy landscape, ensuring the company remains at the forefront of providing innovative, customer-centric solutions in the utility sector.

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The strategic inclusion of Hunter C. Gary and Henry P. Linginfelter into AEP’s Board of Directors signifies a forward-thinking approach to governance and operational strategy within the utility industry. Their respective backgrounds in operational oversight and utility regulation will be instrumental in steering AEP through the evolving challenges and opportunities of the energy sector. This collaboration with Icahn Capital L.P. demonstrates a proactive effort to leverage external expertise for internal gains, underscoring the importance of diverse, experienced leadership in achieving long-term strategic goals and shareholder value enhancement.

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