8-KThe WireRoutine
Shareholder Vote
Filed May 31, 2022 · 4y ago · Accession 0000092122-22-000031
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) May 25, 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 5.07. Submission of Matters to a Vote of Security Holders.
The Southern Company (the “Company”) held its Annual Meeting of Stockholders on May 25, 2022. The Board of Directors recommended a vote “FOR” each of the matters presented and the stockholders voted as follows:
1. The nominees for election to the Board of Directors were elected based on the following votes:
Nominees Votes For % Votes Cast For Votes Against Abstentions Broker
Non-Votes
Janaki Akella 688,622,998 99.06% 6,536,092 2,121,772 188,189,234
Henry A. Clark III 678,860,582 97.63% 16,464,578 1,955,702 188,189,234
Anthony F. Earley, Jr. 659,956,616 95.18% 33,448,955 3,875,291 188,189,234
Thomas A. Fanning 645,948,086 93.28% 46,567,315 4,765,461 188,189,234
David J. Grain 658,327,355 94.68% 36,983,532 1,969,975 188,189,234
Colette D. Honorable 689,504,104 99.16% 5,859,883 1,916,875 188,189,234
Donald M. James 679,423,213 97.71% 15,905,001 1,952,648 188,189,234
John D. Johns 678,868,823 97.64% 16,403,403 2,008,636 188,189,234
Dale E. Klein 677,823,949 97.48% 17,495,283 1,961,630 188,189,234
Ernest J. Moniz 681,204,775 97.98% 14,044,679 2,031,408 188,189,234
William G. Smith, Jr. 666,647,260 95.88% 28,679,074 1,954,528 188,189,234
Kristine L. Svinicki 690,054,498 99.23% 5,361,095 1,865,269 188,189,234
E. Jenner Wood III 686,249,902 98.70% 9,026,736 2,004,224 188,189,234
2. The proposal to approve, on an advisory basis, the Company’s named executive officers’ compensation was approved based upon the following votes:
Votes For % Votes Cast For Votes Against Abstentions Broker
Non-Votes
653,988,999 94.53% 37,808,148 5,483,715 188,189,234
3. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022 was approved based upon the following votes:
Votes For % Votes Cast For Votes Against Abstentions Broker
Non-Votes
863,356,219 97.78% 19,643,803 2,470,074 N/A
4. The stockholder proposal regarding simple majority vote was approved based upon the following votes:
Votes For % Votes Cast For Votes Against Abstentions Broker
Non-Votes
682,864,281 98.41% 11,068,191 3,348,390 188,189,234
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: May 31, 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
- May 31, 2022
- Report date
- May 25, 2022
- Document
- so-20220525.htm
- Size
- 304 KB