8-KThe WireRoutine
Reg FD Disclosure
Filed Mar 18, 2022 · 4y ago · Accession 0000092122-22-000010
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
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) March 11, 2022
Commission
File Number Registrant,
State of Incorporation,
Address and Telephone Number I.R.S. Employer
Identification No.
1-3526 The Southern Company 58-0690070
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W .
Atlanta , Georgia 30308
( 404 ) 506-5000
The name and address of the registrant have not changed since the 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:
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
Registrant Title of each class Trading
Symbol(s) Name of each exchange
on which registered
The Southern Company Common Stock, par value $5 per share SO New York Stock Exchange
The Southern Company Series 2017B 5.25% Junior Subordinated Notes due 2077 SOJC New York Stock Exchange
The Southern Company 2019 Series A Corporate Units SOLN New York Stock Exchange
The Southern Company Series 2020A 4.95% Junior Subordinated Notes due 2080 SOJD New York Stock Exchange
The Southern Company Series 2020C 4.20% Junior Subordinated Notes due 2060
SOJE New York Stock Exchange
The Southern Company Series 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081 SO 81 New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On March 11, 2022, the U.S. District Court for the Northern District of Georgia (the “Court”) entered an order preliminarily approving a settlement and providing for notice of the settlement to stockholders of The Southern Company (the “Company”) in (i) the consolidated federal derivative action styled In re Southern Company Shareholder Derivative Litigation , No. 1:17-cv-00725-MHC (N.D. Ga.) (the “Federal Action”) and (ii) the derivative action styled Helen E. Piper Survivor’s Trust, derivatively on behalf of The Southern Company v. Thomas A. Fanning et al. , No. 17-A-04758-10, Superior Court of Gwinnett County, State of Georgia (the “State Action”). The proposed settlement consists of an aggregate payment of $4,510,000 in attorneys’ fees and expenses to the stockholders’ counsel—to be paid entirely by the Company’s insurers—and adoption of various corporate governance reforms by the Company. The terms of the proposed settlement, the corporate governance reforms and the Federal Action fee and expense amount are subject to final approval by the Court. A settlement hearing is scheduled for June 1, 2022 at 9:30 a.m. Upon approval by the Court, counsel for plaintiffs in the State Action will petition the Superior Court of Gwinnett County, State of Georgia for approval of the State Action fee and expense amount.
As required by the Court’s order, the Company is hereby furnishing the Notice of Proposed Settlement and the Amended Stipulation and Agreement of Settlement as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibits 99.1 and 99.2) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Notice of Proposed Settlement.
99.2 Amended Stipulation and Agreement of Settlement.
104 Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document.
SIGNATURES
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 hereunto duly authorized.
Date: March 18, 2022 THE SOUTHERN COMPANY
By /s/Melissa K. Caen
Melissa K. Caen
Assistant Secretary
2
Filing details
- Company
- SOUTHERN CO
- Ticker
- SO
- CIK
- 92122
- Form type
- 8-K
- Filing date
- Mar 18, 2022
- Report date
- Mar 11, 2022
- Document
- so-20220311.htm
- Size
- 850 KB