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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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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. 2 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
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