8-K
filed May 26, 2023, 7:59 PM ET
ticker SO
CIK 0000092122
other material
confidence high
sentiment neutral
materiality 0.15
Southern Co. annual meeting: all directors elected, say-on-pay approved, supermajority amendment fails
SOUTHERN CO
- All 16 director nominees elected with 93.82% to 99.41% of votes cast.
- Advisory say-on-pay approved with 92.99% of votes cast; board sets future votes annually.
- Ratification of Deloitte & Touche as auditor approved with 97.60% of votes cast.
- Amendment to reduce supermajority vote requirement to majority failed (66.33% of outstanding, below required 2/3).
- Stockholder proposals on simple majority vote and Scope 3 GHG targets rejected (38.03% and 19.77% respectively).
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHERN CO shareholders approved Election of Directors at the 2023-05-24 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-24
Exact text from the filing
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,
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHERN CO shareholders rejected Stockholder proposal regarding simple majority vote at the 2023-05-24 meeting.
- Outcome
- failed
- Meeting
- 2023-05-24
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHERN CO shareholders approved Advisory vote on executive compensation at the 2023-05-24 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-24
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHERN CO shareholders approved Advisory vote on frequency of future say-on-pay votes at the 2023-05-24 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-24
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHERN CO shareholders rejected Stockholder proposal regarding setting Scope 3 GHG targets at the 2023-05-24 meeting.
- Outcome
- failed
- Meeting
- 2023-05-24
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHERN CO shareholders rejected Amendment to Restated Certificate of Incorporation to reduce supermajority vote requirement at the 2023-05-24 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2023-05-24
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHERN CO shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm at the 2023-05-24 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-24
Exact text from the filing
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
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.