8-KLeadership Changes

AMERICAN ELECTRIC POWER CO INC 8-K Report, Executive Changes (Jan 26, 2006)

Filed January 26, 2006For Securities:AEP

Summary

This Form 8-K filing from American Electric Power Company, Inc. (AEP) reports the election of Ralph D. Crosby, Jr. to its Board of Directors, effective January 25, 2006. Mr. Crosby, who is 58 years old and currently serves as Chairman and Chief Executive Officer of EADS North America, Inc., was determined to be an independent director by the Board. His initial term will extend until the company's 2006 annual shareholder meeting. This appointment is significant as it brings new leadership and expertise to AEP's governance structure. Investors can note that Mr. Crosby's background in a prominent aerospace and defense company may offer a diverse perspective. The filing also confirms that there are no undisclosed arrangements or material transactions involving Mr. Crosby that could raise conflict of interest concerns, and his compensation will align with that of other non-employee directors.

Key Highlights

  • 1AEP elected Ralph D. Crosby, Jr. to its Board of Directors on January 25, 2006.
  • 2Mr. Crosby's term as director will continue until the 2006 annual shareholder meeting.
  • 3He holds the position of Chairman and Chief Executive Officer of EADS North America, Inc.
  • 4The Board has classified Mr. Crosby as an independent director, meeting NYSE and SEC requirements.
  • 5Mr. Crosby was not appointed to any board committees at the time of his election.
  • 6His compensation will be consistent with other non-employee directors, as previously disclosed.
  • 7No undisclosed arrangements or material transactions exist between Mr. Crosby and AEP.

Frequently Asked Questions

Ralph D. Crosby, Jr. is a 58-year-old executive who serves as the Chairman and Chief Executive Officer of EADS North America, Inc. He also sits on the board of directors for Ducommun Incorporated.

Yes, the Board of Directors for American Electric Power Company, Inc. has determined that Mr. Crosby is an independent director. This determination is based on the company's Corporate Governance guidelines, New York Stock Exchange independence requirements, and applicable SEC rules.

As a non-employee director, Mr. Crosby will receive the standard compensation provided to other non-employee directors of AEP. This compensation structure has been previously approved by the Board and was disclosed in the company's most recent Proxy Statement filed on March 14, 2005, and supplemented by an 8-K filing on December 14, 2005.

The filing explicitly states that there are no arrangements between Mr. Crosby and any other person that led to his election, nor are there any transactions involving AEP or its subsidiaries in which Mr. Crosby has a material interest. This indicates no immediate conflict of interest concerns were identified.