American Electric Power announced that it has agreed 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 now.
Through the additions of Gary and Linginfelter, the Board will temporarily increase to 14 directors, 13 of whom are independent. And 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 again comprise 12 directors. Gary’s appointment is subject to certain regulatory approvals and he will have voting rights on the Board after the approvals are received.
Plus, the Board has invited Andrew J. Teno, portfolio manager at Icahn Capital, to serve as a non-voting observer in Board meetings. And Teno brings significant relevant industry expertise, given his experience as a Board member of FirstEnergy, Southwest Gas Corporation, Cheniere Energy, and others.
Icahn Capital and certain of its affiliates have agreed to a customary standstill, voting commitments, and other provisions.
J.P. Morgan Securities is serving as financial advisor and Simpson Thacher & Bartlett LLP serves as legal counsel to AEP.
KEY QUOTES:
“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.”
- Julie Sloat, AEP chair, president and chief executive officer
“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.”
- Carl C. Icahn
