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8-KThe WireRoutine

Shareholder Vote

Filed May 24, 2024 · 2y ago · Accession 0000092122-24-000068

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 22, 2024 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 on May 22, 2024. Stockholders voted as follows on the six matters 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 731,040,969 99.07% 6,841,011 2,039,166 186,759,054  Henry A. Clark III 723,606,168 98.06% 14,343,537 1,971,441 186,759,054  Shantella E. Cooper 731,697,138 99.17% 6,150,018 2,073,990 186,759,054  Anthony F. Earley, Jr. 717,832,054 97.28% 20,085,444 2,003,648 186,759,054  David J. Grain 723,479,120 98.05% 14,367,810 2,074,216 186,759,054  Donald M. James 718,973,272 97.44% 18,900,774 2,047,100 186,759,054  John D. Johns 722,941,428 97.98% 14,915,300 2,064,418 186,759,054  Dale E. Klein 706,851,764 95.79% 31,054,242 2,015,140 186,759,054  David E. Meador 734,028,974 99.48% 3,857,229 2,034,943 186,759,054  William G. Smith, Jr. 712,368,231 96.53% 25,586,759 1,966,156 186,759,054  Kristine L. Svinicki 732,904,582 99.31% 5,123,755 1,892,809 186,759,054  Lizanne Thomas 732,142,472 99.21% 5,850,115 1,928,559 186,759,054  Christopher C. Womack 702,701,551 95.24% 35,124,671 2,094,924 186,759,054  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 700,547,473 95.28  % 34,729,984 4,643,689 186,759,054 3. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was approved based upon the following votes: Votes For % Votes Cast For Votes Against Abstentions Broker Non-Votes 900,044,068 97.37  % 24,295,025 2,341,107 N/A 4. 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 727,615,983 98.76  % 66.47  % 9,119,012  3,186,151  186,759,054 5. 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 292,216,813 39.95  % 439,181,386 8,522,947 186,759,054 6. The stockholder proposal regarding disclosing short-, medium- and long-term operational GHG targets was not approved based upon the following votes: Votes For % Votes Cast For Votes Against Abstentions Broker Non-Votes 68,572,060 9.37  % 663,204,829 8,144,257 186,759,054 [Item 9.01. Financial Statements and Exhibits. 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 24, 2024 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 24, 2024
Report date
May 22, 2024
Document
so-20240522.htm
Size
273 KB
SO 8-K (May 24, 2024) — FilingIndex