{"schema_version":"secwatch.filing_event.v1","accession":"0000092122-23-000055","form_type":"8-K","ticker":"SO","cik":"0000092122","company_name":"SOUTHERN CO","filed_at":"2023-05-26T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.820534+00:00","generated_at":"2026-06-14T13:51:59.090344+00:00","sec_items":["5.07"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Southern Co. annual meeting: all directors elected, say-on-pay approved, supermajority amendment fails","bullets":["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)."],"urls":{"canonical":"https://secwatch.observer/filing/0000092122-23-000055","json":"https://secwatch.observer/filing/0000092122-23-000055.json","markdown":"https://secwatch.observer/filing/0000092122-23-000055.md","text":"https://secwatch.observer/filing/0000092122-23-000055.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/so-20230524.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T13:51:59.090344+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"054968a8d1d916a4c6bbd16fb2becdf86ed8833d","claim":"SOUTHERN CO shareholders approved Election of Directors at the 2023-05-24 meeting.","evidence_excerpt":"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,","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"},{"claim_id":"3718acd179a2eb178266dab3bb58bd5c7a9a555b","claim":"SOUTHERN CO shareholders rejected Stockholder proposal regarding simple majority vote at the 2023-05-24 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"},{"claim_id":"882c3322338874a2b0483c674b05f6e906db28c1","claim":"SOUTHERN CO shareholders approved Advisory vote on executive compensation at the 2023-05-24 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"},{"claim_id":"8ddcafee20bfebe5d2cc0b34dd8cfe783074e36e","claim":"SOUTHERN CO shareholders approved Advisory vote on frequency of future say-on-pay votes at the 2023-05-24 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"},{"claim_id":"94180c7ed56c3e3cda6c69ad35ac76136d767dd4","claim":"SOUTHERN CO shareholders rejected Stockholder proposal regarding setting Scope 3 GHG targets at the 2023-05-24 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"},{"claim_id":"97e7cb474bd9355b6e2221e47a9cd737576133be","claim":"SOUTHERN CO shareholders rejected Amendment to Restated Certificate of Incorporation to reduce supermajority vote requirement at the 2023-05-24 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"},{"claim_id":"9c71e32a775ad6fae7c8b8509cd9d38dd6ef2fc6","claim":"SOUTHERN CO shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm at the 2023-05-24 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}