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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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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
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