8-KMaterial Agreements

AMERICAN ELECTRIC POWER CO INC 8-K Report, Material Agreement (Dec 20, 2005)

Filed December 20, 2005For Securities:AEP

Summary

This 8-K filing from American Electric Power Company, Inc. (AEP) details changes to its non-employee director compensation structure, effective January 1, 2006. The company's Board of Directors, based on recommendations from its Committee on Directors and Corporate Governance, has adjusted both stock-based and cash compensation for its directors. These changes are intended to position director compensation within the second highest quartile compared to a peer group of companies. Specifically, the annual award of AEP stock units will increase from $80,000 to $82,500, and the annual cash retainer will rise from $60,000 to $67,500. The target mix for director compensation is set at 45% cash and 55% AEP stock equivalents. This adjustment reflects a strategic decision to align director compensation with industry benchmarks and incentivize long-term alignment with shareholder interests through stock ownership.

Key Highlights

  • 1AEP's Board of Directors approved changes to non-employee director compensation.
  • 2The compensation changes are effective January 1, 2006.
  • 3Director compensation will be targeted within the second highest quartile of a peer group.
  • 4The annual AEP stock unit award for non-employee directors will increase from $80,000 to $82,500.
  • 5The annual cash retainer for non-employee directors will increase from $60,000 to $67,500.
  • 6The target compensation mix is 45% cash and 55% AEP stock equivalents.

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