aep8k121307.htm
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)
|
December
12, 2007
|
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)
|
(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))
|
Items
to
be Included in this Report
Item
5.02.
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
|
On
December 12, 2007, the Board of Directors (the “Board”) of American Electric
Power Company, Inc. (the “Company”) elected Thomas E. Hoaglin to serve as a
director of the Company. Mr. Hoaglin’s initial term as a director
will continue until the 2008 annual meeting of shareholders. The
Board did not appoint Mr. Hoaglin to any committees.
Mr.
Hoaglin
is Chairman and Chief Executive Officer of Huntington Bankshares
Incorporated. Mr. Hoaglin is also on the board of directors of The
Gorman-Rupp Company.
The
Board has determined that Mr.
Hoaglin is an “independent” director under the Company’s Corporate Governance
guidelines and the independence requirements of the New York Stock Exchange,
as
well as the applicable rules promulgated by the Securities and Exchange
Commission (the “SEC”).
As
a non-employee director, Mr. Hoaglin
will receive the same compensation paid to other non-employee directors of
the
Company in accordance with the policies and procedures previously approved
by
the Board for non-employee directors.
There
are no arrangements between Mr.
Hoaglin and any other person pursuant to which Mr. Hoaglin was elected to serve
as a director, nor are there any transactions to which the Company or any of
its
subsidiaries is a party and in which Mr. Hoaglin has a material
interest.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective
December 12, 2007, the Board of Directors of the Company amended Section 14
of
the Company’s Bylaws, as amended (the “Bylaws”), to provide for the
issuance of uncertificated shares. Eligibility for participation in a
direct registration system operated by a securities depository requires that
a
company’s corporate documents permit its stock to be issued in uncertificated
form. Accordingly, the Board approved an amendment to the Bylaws to
permit the Company’s stock to be issued in certificated or uncertificated form
and to allow the transfer of shares without presentation of a stock
certificate.
A
direct
registration program permits investors’ ownership to be recorded and maintained
on the books of the Company or the transfer agent without the issuance of a
physical stock certificate and allows investors to electronically transfer
securities to broker-dealers in order to effect transactions without the risks
and delays associated with transferring physical certificates.
The
foregoing description is qualified in its entirety by reference to the amendment
to the Bylaws approved by the Board, a copy of which is attached and
incorporated herein as Exhibit 3.1 to this Form 8-K.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits
3.1
|
Amendment
to Section 14 of the Company’s Bylaws
|
|
|
SIGNATURE
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the Registrant 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
|
December
13, 2007