--- 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" generated_at: "2026-06-14T13:51:59.090344+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Southern Co. annual meeting: all directors elected, say-on-pay approved, supermajority amendment fails ## Summary - 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). ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000092122-23-000055 - JSON: https://secwatch.observer/filing/0000092122-23-000055.json - Plain text: https://secwatch.observer/filing/0000092122-23-000055.txt ## Key facts - Shareholder Votes SOUTHERN CO shareholders approved Election of Directors at the 2023-05-24 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-24 source text: 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_url: https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm - Shareholder Votes SOUTHERN CO shareholders rejected Stockholder proposal regarding simple majority vote at the 2023-05-24 meeting. - Outcome: failed - Meeting: 2023-05-24 source text: 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_url: https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm - Shareholder Votes SOUTHERN CO shareholders rejected Stockholder proposal regarding setting Scope 3 GHG targets at the 2023-05-24 meeting. - Outcome: failed - Meeting: 2023-05-24 source text: 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_url: https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/92122/000009212223000055/0000092122-23-000055-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.