SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)
April 25, 2017

AMERICAN ELECTRIC POWER COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)

1-3525
New York
13-4922640
(Commission File Number)
(State or Other Jurisdiction of
Incorporation)
(IRS Employer Identification
No.)
1 Riverside Plaza, Columbus, OH
43215
(Address of Principal Executive Offices)
(Zip Code)
614-716-1000
(Registrant’s Telephone Number, Including Area Code)
 
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
[ ]
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
[ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 5.07
Submission of Matters to a Vote of Security Holders
      
American Electric Power Company, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on April 25, 2017 in Charleston, West Virginia. At the Annual Meeting, the shareholders approved five proposals.  The proposals are described in detail in the Proxy Statement.
 
Proposal 1
 
The Company’s shareholders elected twelve individuals to the Board of Directors (the “Board”) as set forth below:
Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
Nicholas K. Akins
328,958,009
7,385,152
3,369,803
83,144,934
David J. Anderson
328,593,703
9,919,305
1,198,616
83,144,934
J. Barnie Beasley, Jr.
336,953,673
1,488,919
1,270,469
83,144,934
Ralph D. Crosby, Jr.
330,974,038
7,525,953
1,213,070
83,144,934
Linda A. Goodspeed
331,538,830
7,018,474
1,155,757
83,144,934
Thomas E. Hoaglin
330,754,977
7,719,366
1,235,548
83,144,934
Sandra Beach Lin
336,605,125
1,893,655
1,214,281
83,144,934
Richard C. Notebaert
332,763,441
5,727,027
1,222,593
83,144,934
Lionel L. Nowell III
328,350,124
10,123,141
1,239,796
83,144,934
Stephen S. Rasmussen
333,005,622
5,478,745
1,228,694
83,144,934
Oliver G. Richard, III
332,979,301
5,516,142
1,217,618
83,144,934
Sara Martinez Tucker
336,508,963
1,984,406
1,219,692
83,144,934


Proposal 2

The Company’s shareholders reapproved the material terms of the American Electric Power Senior Officer Incentive Plan as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
326,902,608
10,050,188
2,759,990
83,144,934






Proposal 3

The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year as set forth below:
Votes For
Votes Against
Abstentions
418,341,043
2,934,047
1,582,727

Proposal 4

The Company’s shareholders approved the advisory vote on executive compensation as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
284,998,517
51,678,540
3,036,004
83,144,934


Proposal 5

The Company’s shareholders indicated their preference, on an advisory basis, that the advisory vote on executive compensation be held annually as set forth below:
Votes For One Year
Votes For 2 Years
Votes For 3 Years
Abstentions
Broker Non-Votes
299,998,751
1,564,977
35,994,364
2,146,240
83,144,934

Based on these results, and consistent with the Company’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation every year.





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
AMERICAN ELECTRIC POWER COMPANY, INC.
 
 
 
 
 
 
 
By:
/s/ Thomas G. Berkemeyer
 
Name:
Thomas G. Berkemeyer
 
Title:
Assistant Secretary

April 26, 2017




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