In the Matter of American Electric Power Company, Inc.

Admin. Proc. File No. 3-22425

On January 17, 2025, the Commission issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (the “Order”) against American Electric Power Company, Inc. (the “Respondent” or “American Electric Power”). In the Order, the Commission found that American Electric Power, a New York public utility holding corporation, with its principal place of business in Columbus, Ohio violated federal securities laws in connection with its relationship with, and statements made about, Empowering Ohio's Economy, Inc. (“Empowering Ohio”), an Internal Revenue Code Section 501(c)(4) entity that American Electric Power formed, fully funded, and controlled.

The Order found that, in July 2020, former Speaker of the Ohio House of Representative Larry Householder (“Householder”) and Generation Now, Inc. (“Generation Now”), a 501(c)(4) organization controlled by Householder, were charged with federal racketeering and conspiracy related to a years-long bribery scheme. Shortly after Householder's arrest, American Electric Power issued a press release regarding its relationship with Empowering Ohio and contributions to Generation Now. The press release was misleading because it omitted key facts. Specifically, in the press release, American Electric Power stated that it did not make any contributions to Generation Now. This statement was misleading because American Electric Power had fully funded Empowering Ohio, and an American Electric Power employee directed Empowering Ohio's contributions to Generation Now. American Electric Power also failed to disclose material related to transactions with respect to payments it made to Empowering Ohio on its 2019 Form 10-K. Finally, American Electric Power lacked sufficient internal accounting controls to provide reasonable assurances that transactions with organizations formed, fully funded, and controlled by it were reviewed for potential disclosure as material related party transaction, as required by Generally Accepted Accounting Principles. The Commission ordered the Respondent to pay a $19,000,000.00 civil money penalty to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty collected can be distributed to harmed investors (the “Fair Fund”).See the Commission’s Order: Release No. 33-11356.

The Fair Fund includes the $19,000,000.00 paid by the Respondent, and any additional funds collected from the Respondent, pursuant to the Order, will be added to the Fair Fund. The Fair Fund and has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund.

For more information, please contact the Commission:

Office of Distributions
Email: ENFOfficeofDistributions@sec.gov