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AEP > SEC Filings for AEP > Form 8-K on 13-Dec-2007All Recent SEC Filings

Show all filings for AMERICAN ELECTRIC POWER CO INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMERICAN ELECTRIC POWER CO INC


13-Dec-2007

Change in Directors or Principal Officers, Amendments to Articles


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.

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