American Electric Power Company, Inc. (AEP) Earnings Call Transcript & Summary

Good morning, fellow shareholders and guests. The meeting will now come to order. I'm Nick Akins, Chair, President and CEO of American Electric Power, and we welcome you to the company's 115th Annual Meeting of Shareholders. The Board of Directors and I are very delighted that you are able to join us today for our virtual meeting that we're having today. So I want to thank you all for joining us, and I hope you and your families are all healthy and well. With that, we'll move to the official portion of this meeting. This annual meeting will be conducted according to the formal agenda outlined in the proxy statement dated March 16, 2022. We are here to conduct the business of that agenda and to consider any other matters that are properly may be brought before the meeting for the shareholders to consider. With me is Mr. David M. Feinberg, Executive Vice President, General Counsel and our Secretary. Mr. Feinberg will be assisting me in the conduct of this meeting. We believe this virtual annual meeting will expand our ability to connect with shareholders from all over the world while still providing you the same opportunities to vote and ask questions as an in-person meeting would do as well. The other directors are also attending the meeting virtually and are not with us in person today. However, I do want to identify the 11 other director nominees. Mr. David J. Anderson of Greenwich, Connecticut is the Executive Vice President and Chief Financial Officer of Corteva, Inc. He is also the former Chief Operating Officer and Chief Financial Officer of Nielsen Holdings plc. Mr. J. Barnie Beasley, Jr. of Savannah, Georgia is the retired Chairman, President and Chief Executive Officer of Southern Nuclear Operating Company. Mr. Benjamin G. S. Fowke of Tonka Bay, Minnesota is the retired Chairman, President and CEO of Xcel Energy Inc. Mr. Art A. Garcia of Southwest Ranches, Florida is the retired Chief Financial Officer of Ryder Systems, Inc. Ms. Linda A. Goodspeed of Marco Island, Florida is the retired Senior Vice President and Chief Information Officer of The ServiceMaster Company. Ms. Sandra Beach Lin of Flower Mound, Texas is the retired Chief Executive Officer of Calisolar, Inc. Ms. Margaret M. McCarthy of North Chatham, Massachusetts is the retired Executive Vice President, Technology Integration, of CVS Health Corporation. Mr. Oliver G. Richard, III of Lake Charles, Louisiana is the owner and President of Empire of the Seed LLC and former Chief Executive Officer of Columbia Energy Group. Mr. Daryl Roberts of Wilmington, Delaware is the Senior Vice President and Chief Operations and Engineering Officer of DuPont de Nemours Inc. Ms. Sara Martinez Tucker of Dallas, Texas is the former Chief Executive Officer of the National Math and Science Initiative and is a former Undersecretary of Education in the United States Department of Education. And Mr. Lewis Von Thaer of Columbus, Ohio is the President and Chief Executive Officer of Battelle Memorial Institute. I want to also thank Mr. Thomas E. Hoaglin, who recently retired from our Board, for his 14 years of service. And I also want to thank Mr. Steve Rasmussen, who recently retired from our Board as well, for his service. Representatives of PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the company's 2021 financial statements, are attending the meeting virtually and will provide written responses to any appropriate questions after the meeting. The Audit Committee approved PricewaterhouseCoopers LLP as the company's independent registered accounting firm for 2022. Let us now proceed with the meeting. Notice of this annual meeting was mailed on March 16, 2022, to all shareholders of record as of March 1, 2022, which was the record date fixed by the Board of Directors for determining shareholders entitled to notice to and to vote at this meeting. The Board of Directors of the company has appointed Ms. Amelia Reagan and Mr. Joseph Varca of Computershare to act as inspectors of election at this meeting. The inspectors have advised me that there are present online or represented by proxy the holders of over 85% of the shares entitled to vote. This is a sufficient number of shares to constitute a quorum. Since holders of a majority of the shares of the common stock of the company entitled to vote are present online or represented by proxy at this meeting, there is a quorum present for the transaction of business. I declare that the 115th Annual Meeting of Shareholders is officially convened. I know that some of you may have questions or matters that you may want to discuss. We will have time to answer those questions submitted during the meeting after we complete action on the matters set forth in the proxy statement or any other matters that may properly come before the meeting. The first order of business is the election of the 12 directors to hold office for 1 year and until their successors are elected and have been qualified. The Board of Directors recommends the following 12 directors: Nicholas K. Akins; David J. Anderson; J. Barnie Beasley, Jr.; Benjamin G. S. Fowke, III; Art A. Garcia; Linda A. Goodspeed; Sandra Beach Lin; Margaret M. McCarthy; Oliver G. Richard, III; Daryl Roberts; Sara Martinez Tucker; and Lewis Von Thaer for election as directors of the company. I note for the record that no nominations for directors have been properly made in advance of this meeting by any shareholder. Accordingly, all nominations are closed. I declare the polls open for shareholders to submit their ballots for the election of directors. [Voting]

The next business to come before the meeting is to consider and take action the proposal to ratify the appointment of the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for the year 2022. The Audit Committee of the Board of Directors approved PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2022. As indicated in the proxy statement, the Audit Committee considers PricewaterhouseCoopers LLP to be the firm best qualified to perform this important function. The Board of Directors recommends that the shareholders ratify the appointment of PricewaterhouseCoopers LLP as the company's auditors. We ask for the shareholders at this time to submit their ballots with respect to this proposal. [Voting]

The next business to come before the meeting is to consider and take action on the proposal to amend the company's restated certificate of incorporation to authorize preferred stock. The Board of Directors recommends that shareholders approve the amendment to the company's restated certification -- certificate of incorporation to allow the company to authorize the issuance of preferred stock. We ask for the shareholders at this time to submit their ballots with respect to this proposal. [Voting]

The next business to come before the meeting is to consider and take action on the proposal to approve the compensation of the company's named executive officers as described in the proxy statement. This proposal is a nonbinding shareholder advisory vote. The Board of Directors recommends that shareholders approve the compensation of the company's executive officers as disclosed in the proxy statement. We ask for the shareholders at this time to submit their ballots with respect to this proposal. [Voting]

I hereby declare that the polls closed. This concludes the business to be presented to this meeting by the company's Board of Directors. Since there is no other formal business to come before this meeting, will the inspectors of election please tally the ballots and prepare their report? While the inspectors are tabulating the ballots cast, I'll make some comments about 2021 and our future. There's no doubt that 2021 was an outstanding year for AEP. We look forward to sharing some of these accomplishments with you today and discussing our plans to continue building on our successful track record to benefit our customers and shareholders. COVID-19 has brought into clear view the critical need for reliable electricity in our increasingly digital world. Our employees have continued working on the front lines every day, making changes to keep one another safe while maintaining the reliable, essential service our customers expect. While the pandemic has lingered, we saw promising signs of economic recovery last year, reflected by our strongest load growth in more than a decade and significant business expansion in our service territory. Mother Nature also continued to test us and our customers. Winter Storm Yuri and other severe weather events hit parts of our footprint. And again, our workers rose to the challenge to help our communities recover and rebuild. The past year may have presented some challenges, but I'm proud to share that AEP forged ahead with a focus on elevating the customer experience and executing our business and financial strategy. Our strong 2021 performance was driven by our commitment to operational excellence and investments in the resilient energy system to deliver more clean, affordable energy to our customers. As a result of this strong performance, we raised our operating earnings guidance range from $4.87 to $5.07 per share, increasing our long-term growth rate target to 6% to 7% and lifting our funds from operations to debt target to 14% to 15%. In 2021, we also raised our quarterly cash dividend $0.04 to $0.78 per share on the company's common stock. To increase investment in our regulated businesses, we intend to sell all or a portion of our unregulated contracted renewables portfolio. We have shifted $1.5 billion in our 5-year capital plan to transmission projects, allowing us to enhance service for our customers by building a more modern, responsive energy grid and supporting the addition of more clean energy. We also announced the sale of our Kentucky operations, including Kentucky Power and AEP Kentucky Transco for $2.846 billion. This sale is expected to close by midyear and will help support the growth of the company as we invest in a clean energy future. Over the past year, we powered forward to achieve our goal of providing more emissions-free energy and reached commercial operation of the 1,484 megawatt North Central energy facilities. This important investment in our regulated renewables portfolio will save Public Service Company of Oklahoma and Southwestern Electric Power Company customers in Louisiana, Arkansas and Oklahoma an estimated $3 billion over the life of the project. The completion of the North Central project is a key milestone as we work to an approximately 16,000 megawatts of new renewable energy in our regulated states by 2030 and reach net zero carbon emissions by 2050. As we transform into the energy company of the future, we know building a talented, engaged workforce is crucial to our success. Diversity and equity and inclusion are key pieces of our company culture, and we're leveraging our colleagues' unique perspectives to better serve customers. This past year, we were named one of the Best Places to Work for LGBTQ Equality by the Human Rights Campaign and were included in the Bloomberg Gender-Equality Index. We also were named one of the World's Most Admired Companies by Fortune and received the Gallup Exceptional Workplace Award. AEP was also honored again to earn a top spot -- to earn a spot on the CNBC JUST 100 list and be recognized by Newsweek as one of America's Most Responsible Companies. These awards reflect our environmental, social and governance focus and highlight our work as a corporate citizen. I'm proud of AEP's significant accomplishments in 2021. Thank you to our employees for their tireless commitment to keeping the lights on. I appreciate all you do for our customers and the communities we serve. I'd also like to thank our valued shareholders for your ongoing support of AEP and our vision for a brighter energy future. While the inspectors continue tabulating votes, here is a video that highlights our efforts to achieve our strategic sustainability goals while delivering reliable and affordable energy to our customers. [Presentation]

Okay. I'll now take any questions that you all may have.

So Nick, I've been motoring for incoming questions. And at this time, we don't have any relevant questions, so I'm going to turn it back to you for the results of voting.

Okay. There being no questions, we'll continue on. The inspectors of election have provided preliminary voting results. The final voting results will be reported in an 8-K that will be filed with the Securities and Exchange Commission in the next few days. Mr. Feinberg, will you please inform the meeting as to the voting results?

Yes, Mr. Chair. Inspectors have tabulated the votes cast for the election of directors, and they have reported that the shareholders present online or represented by proxy at the meeting have elected the following 12 persons as directors of the company. Nicholas K. Akins; David J. Anderson; J. Barnie Beasley, Jr.; Benjamin G. S. Fowke, III; Art A. Garcia; Linda A. Goodspeed; Sandra Beach Lin; Margaret M. McCarthy; Oliver G. Richard, III; Daryl Roberts, Sara Martinez Tucker and Lewis Von Thaer.

You have heard the inspector's report. I hereby declare that the persons named by the Secretary have been duly elected directors by the company. Mr. Feinberg, will you please provide the other voting results?

Mr. Chair, the inspectors also have tabulated the votes cast for the other proposals presented to this meeting as follows: on proposal 2, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company, shares representing approximately 99% of the votes cast during this meeting voted in favor of this proposal. So this proposal passed. On proposal 3, the proposal to approve the amendment to the company's restated certificate of incorporation to authorize preferred stock, shares representing approximately 67% of the total shares outstanding voted in favor of this proposal. So this proposal also passed. On proposal 4, the proposal to approve the company's compensation of the named executive officers as described in the proxy statement, shares representing approximately 95% of the votes cast during this meeting voted in favor of this proposal. So this proposal also passed.

Okay. Thank you to all our shareholders for participating in this process. Is there any further business to come before this meeting? Being that there's no further business to come before this meeting, I declare this meeting adjourned. Thank you all for attending.