8-KThe WireRoutine
Shareholder Vote
Filed May 26, 2023 · 3y ago · Accession 0000092122-23-000055
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 24, 2023
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 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 (the “Annual Meeting”) on May 24, 2023. Stockholders voted as follows on the seven matters properly presented for a vote:
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 726,283,689 98.63% 10,084,795 2,269,305 185,374,484
Henry A. Clark III 717,537,132 97.43% 18,929,188 2,171,469 185,374,484
Anthony F. Earley, Jr. 690,967,597 93.82% 45,501,738 2,168,454 185,374,484
Thomas A. Fanning 708,753,362 96.23% 27,747,274 2,137,153 185,374,484
David J. Grain 705,551,347 95.81% 30,818,893 2,267,549 185,374,484
Colette D. Honorable 719,546,950 97.70% 16,923,424 2,167,415 185,374,484
Donald M. James 713,444,001 96.87% 23,037,249 2,156,539 185,374,484
John D. Johns 712,766,453 96.78% 23,683,759 2,187,577 185,374,484
Dale E. Klein 704,288,727 95.63% 32,152,816 2,196,246 185,374,484
David E. Meador 732,113,278 99.41% 4,324,354 2,200,157 185,374,484
Ernest J. Moniz 718,301,529 97.54% 18,120,834 2,215,426 185,374,484
William G. Smith, Jr. 701,981,352 95.32% 34,487,747 2,168,690 185,374,484
Kristine L. Svinicki 731,197,890 99.28% 5,325,954 2,113,945 185,374,484
Lizanne Thomas 724,742,387 98.40% 11,754,162 2,141,240 185,374,484
Christopher C. Womack 725,697,398 98.55% 10,695,285 2,245,106 185,374,484
E. Jenner Wood III 717,237,853 97.40% 19,144,939 2,254,997 185,374,484
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
682,307,002 92.99% 51,450,909 4,879,878 185,374,484
3. The proposal to conduct future advisory votes to approve the compensation of the Company’s named executive officers was voted, on an advisory basis, as follows:
Every Year Every Two
Years Every Three Years Abstentions Broker
Non-Votes
724,735,272 3,556,895 6,932,782 3,412,840 185,374,484
In connection with the Annual Meeting, the Board of Directors of the Company recommended that stockholders vote to conduct future advisory votes to approve the compensation of the Company’s named
executive officers on an annual basis. In light of such recommendation and considering the strong support for an annual vote as reflected in the above voting results, the Board of Directors, on May 24, 2023, determined that the Company will conduct future advisory votes to approve the compensation of the Company’s named executive officers annually.
4. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 was approved based upon the following votes:
Votes For % Votes Cast For Votes Against Abstentions Broker
Non-Votes
899,724,630 97.60% 22,081,320 2,206,323 N/A
5. The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to reduce the supermajority vote requirement to a majority vote, which pursuant to the Company’s Restated Certificate of Incorporation requires the affirmative vote of two-thirds of the issued and outstanding shares, was not approved based upon the following votes:
Votes For % Votes Cast For % Outstanding For Votes Against Abstentions Broker
Non-Votes
724,045,809 98.51% 66.33% 10,943,248 3,648,732 185,374,484
6. The stockholder proposal regarding simple majority vote was not approved based upon the following votes:
Votes For % Votes Cast For Votes Against Abstentions Broker
Non-Votes
278,570,822 38.03% 453,962,124 6,104,843 185,374,484
7. The stockholder proposal regarding setting Scope 3 GHG targets was not approved based upon the following votes:
Votes For % Votes Cast For Votes Against Abstentions Broker
Non-Votes
137,703,443 19.77% 558,748,014 42,186,332 185,374,484
8. The stockholder proposal regarding issuing an annual report on the feasibility of reaching net zero was not properly presented at the Annual Meeting because the proponent failed to present the proposal personally or through a qualified representative.
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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 26, 2023 THE SOUTHERN COMPANY
By /s/Melissa K. Caen
Melissa K. Caen
Assistant Secretary
3
Filing details
- Company
- SOUTHERN CO
- Ticker
- SO
- CIK
- 92122
- Form type
- 8-K
- Filing date
- May 26, 2023
- Report date
- May 24, 2023
- Document
- so-20230524.htm
- Size
- 319 KB