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

Hello, shareholders and guests, the meeting will now come to order. I'm Sara Martinez Tucker, Chairman of the Board of American Electric Power Company. Welcome to the company's 117th Annual Meeting of Shareholders. The Board of Directors is delighted that you're able to attend our virtual annual meeting today. I want to thank you all for joining us and hope that your families are all healthy and well. With that, we'll move to the official portion of the meeting. This annual meeting will be conducted according to the formal agenda outlined in the proxy statement dated March 13, 2024. We're here to conduct the business of that agenda and to consider any other matters that are properly may be brought before the meeting by the shareholders. With me is Mr. Ben Fowke, Interim Chief Executive Officer and President, Director of the company and a Director nominee; and Mr. David M. Feinberg, Executive Vice President, General Counsel and our Secretary. Mr. Feinberg will be assisting me in the conduct of this meeting. Additionally, my colleagues on the Board, the other directors are attending the meeting virtually and are not with us in person today. However, I do want to identify the 10 other director nominees. Mr. Art A. Garcia of Southwest Ranches, Florida is the Chief Financial Officer of Ryder System. Mr. Hunter C. Gary of Golden Beach, Florida is the Senior Managing Director of Icahn Enterprises L.P. Ms. Linda A. Goodspeed of Fort Myers, Florida is the retired Managing Partner of Wealthstrategies Financial Advisors, LLC. Ms. Donna A. James of Columbus, Ohio is the Managing Director of Lardon & Associates LLC. Ms. Sandra Beach Lin of Flower Mound, Texas is the retired Chief Executive Officer of Calisolar, Inc. Mr. Henry P. Linginfelter of St. Simons Island, Georgia is the retired Executive Vice President of Southern Company Gas. Ms. Margaret M. McCarthy of North Chatham, Massachusetts is the retired Executive Vice President, Technology Integration of CVS Health Corporation. Mr. Daryl Roberts of Wilmington, Delaware is the Senior Vice President and Chief Operations and Engineering Officer of DuPont de Nemours Inc. Mr. Daniel G. Stoddard of Richmond, Virginia is the retired Senior Vice President, Chief Nuclear Officer and President of Contracted Assets of Dominion Energy, Inc. And Mr. Lewis Von Thaer of Columbus, Ohio is the President and Chief Executive Officer of Battelle Memorial Institute. I also want to thank Mr. J. Barnie Beasley, Jr. who recently retired from our Board for his 10 years of service. Thank you, Barnie. Representatives of PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the company's 2023 financial statements are attending the meeting virtually and will provide written responses to any appropriate questions after the meeting. The Audit Committee approved PricewaterhouseCoopers LLC as the company's independent registered accounting firm for 2024. Let us now proceed with the meeting. Notice of this annual meeting was mailed on March 13, 2024, to all shareholders of record on February 26, 2024, which is the record date fixed by the Board of Directors for determining shareholders entitled to notice of and vote at this meeting. The Board of the Directors of the company has appointed Ms. Amelia Reagan and Ms. Adela Forsyth of Computershare to act as inspectors of election of the meeting. The inspectors have advised me that there are present online or represented by proxy, the holders of 86% 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 117th Annual Meeting of Shareholders is officially convened. I know that some of you may have questions or matters that you will want to discuss. We will have time to answer any questions submitted during the meeting after we complete action on the matters set forth in the proxy statement and on any other matters that might properly come before this committee meeting. The first order of business is the election of 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: Benjamin G.S. Fowke III; Art A. Garcia; Hunter C. Gary; Linda A. Goodspeed; Donna A. James; Sandra Beach Lin; Henry P. Linginfelter; Margaret M. McCarthy; Daryl Roberts; Daniel G. Stoddard; Sara Martinez Tucker; and Lewis Von Thaer for election as directors of the company. I note for the record that no nomination for director has been properly made in advance of this meeting by any shareholder. Accordingly, all nominations are closed. I declare that the polls are open for shareholders to submit their ballots for the election of the directors. [Voting]

The next business to come before the meeting is to consider and take action on the proposal to ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for the year 2024. The Audit Committee of the Board of Directors approved PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2024. 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 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]

The next business to come before the meeting is to consider and take action on the proposal to approve the American Electric Power System 2024 long-term incentive plan as described in the proxy statement. The Board of Directors approved the American Electric Power System 2024 long-term incentive plan on February 20, 2024, subject to shareholder approval. The Board of Directors recommends that the shareholders approve the American Electric Power System 2024 long-term incentive plan. Approval of this proposal requires the affirmative vote of holders of a majority of the votes cast in the meeting. Abstentions and broker nonvotes will not affect the outcome of the vote on this proposal. We ask for shareholders at this time to submit their ballots with respect to the proposal. [Voting]

I hereby declare the polls closed. This concludes the business to be presented to this meeting by the company's Board of Directors. Since there's no other formal business to come before the meeting, will the inspectors of the election please tally the ballots and prepare their report. While the inspectors are tabulating the ballots cast, I'll turn the meeting over to Mr. Fowke who will make some comments about 2023 and our future. Thank you, Ben.

Well, thank you, Sara, and good morning. It's great to have you all with us. I've been in my role as Interim CEO of AEP for 2 months now, and I continue to be impressed with the talent and energy of this team. As I meet with company leadership and external stakeholders, visit some of our operations and talk with employees, I'm learning more about our strengths and opportunities. This year marks a new chapter for AEP, and our team is excited to strengthen our commitments to customers, investors and the communities we serve. I'd like to make some comments about our 2023 performance as well as our ongoing strategy. Last year, we delivered solid financial results while navigating headwinds and controlling O&M expenses. AEP's 2023 operating earnings of $5.25 came within our guidance range, extending our streak of meeting or exceeding guidance to 12 consecutive years. We'll continue to drive value this year with a 2024 guidance range of $5.53 to $5.73 and a projected annual operating earnings growth rate of 6% to 7%. We also raised our quarterly cash dividend $0.05 to $0.88 a share on the company's common stock, which is in line with our long-term growth rate and within our targeted payout ratio of 60% to 70%. As we look into this year and beyond, we remain focused on thoughtfully managing our assets and enhancing our regulated operations to deliver the affordable, reliable energy our customers depend on. Our 5-year $43 billion capital plan supports our strategy to revitalize our energy system, transform our fleet and manage affordability for our customers. We plan to invest more than $27 billion in wires to continue building the grid of the future while allocating $9.4 billion to add more low-cost fuel-free renewable energy resources to our portfolio. Our integrated resource plans filed in our states have identified a need for more than 20 gigawatts of diverse resources over the next decade. We are currently pursuing opportunities to add generation resources to meet that need in 4 of our operating companies with more to come. Last year, we made great progress on our efforts to simplify our business and direct capital to our regulated operations. We completed the sale of our unregulated renewables portfolio, bringing in $1.2 billion of cash proceeds and our New Mexico's solar project joint venture, netting $104 million in cash. We also decided to retain ownership interest in our Prairie Wind, Pioneer and Transource transmission joint ventures, determining that these assets fit our business strategy. These choices reflect our ability to be a disciplined portfolio manager, and we will continue on focusing on making thoughtful decisions that help meet our goals and keep our customers at the center of our business. Economic development remains a key part of our strategy to encourage growth and to bring valuable jobs to the communities we serve. In 2023, our disciplined commitment to economic development helped us achieve a 7.8% increase in commercial [ load ] and a 1.6% increase in industrial loan. We plan to capitalize on this momentum as we see continued growth opportunities and significant interest from commercial customers. The key to executing our strategy is a talented team prepared to respond to the changing needs of our customers. We continue to strengthen our workforce pipeline and encourage a dynamic company culture to attract and retain top talent. We were pleased that AEP was named one of the best companies to work for by U.S. News & World Report, we were featured on the JUST 100 list, and we were selected as the best and highest rated internship in the energy and renewables industry by [ Vault ] among many other recognitions. I'd like to take a moment to thank our team for their hard work and commitment to caring for our customers. I also want to extend my gratitude to our shareholders for their continued investment in our company. Thank you for your support. This year presents immense opportunity for our company to deliver for our stakeholders, to power growth in our communities and continued rising to and learning from challenges. I look forward to working with the entire AEP team to achieve our full potential. While the inspectors continue tabulating votes, here's a video that highlights our work to support economic development and build an energy system to power growth in our service territory. [Presentation]

Thank you, Ben. We'll now respond to questions submitted by the shareholders. Darcy, could you please report on any questions received?

I've been monitoring incoming questions. As we have not received any questions at this time, I'll now turn it back to Sara.

Thank you, Darcy. The inspectors of election have provided preliminary voting results. The final voting results will be reported in the Form 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, Madam Chairman. The 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 directors of this company: Benjamin G.S. Fowke III; Art A. Garcia; Hunter C. Gary; Linda A. Goodspeed; Donna A. James; Sandra Beach Lin; Henry P. Linginfelter; Margaret M. McCarthy; Daryl Roberts; Daniel G. Stoddard; 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 of this company. Mr. Feinberg, will you please provide the other voting results?

Madam Chairman, inspectors have also 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 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. On Proposal 4, the proposal to approve the American Electric Power System 2024 long-term incentive plan, shares representing approximately 95% of the votes cast during this meeting voted in favor of this proposal, so this proposal passed.

Thank you, David. Is there any other business to come before this meeting? If there is no further business to come before this meeting, I declare that this meeting is adjourned. Thank you all for attending.