--- schema_version: "secwatch.filing_event.v1" accession: "0000092122-26-000040" form_type: "8-K" ticker: "SO" cik: "0000092122" company_name: "SOUTHERN CO" filed_at: "2026-05-15T20:06:37+00:00" generated_at: "2026-05-15T20:15:53.072509+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Southern Company stockholders elect all 12 director nominees and approve charter amendments at 2026 annual meeting ## Summary - All 12 directors elected with >96% support; advisory say-on-pay approved with 95.24% support. - Charter amendments approved to authorize additional common stock (97.39%) and preferred stock (65.07% of outstanding). - Officer exculpation amendment approved (60.91% of outstanding); miscellaneous charter updates approved (69.93%). - Stockholder proposals on independent chairman, data center costs report, and climate due diligence report all defeated with <14% support. - Auditor Deloitte ratified with 97.24% support. ## SEC filing metadata - accession: 0000092122-26-000040 - form_type: 8-K - ticker: SO - cik: 0000092122 - company_name: SOUTHERN CO - filed_at: 2026-05-15T20:06:37+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/92122/000009212226000040/0000092122-26-000040-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/92122/000009212226000040/so-20260513.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000092122-26-000040 - JSON: https://secwatch.observer/filing/0000092122-26-000040.json - Plain text: https://secwatch.observer/filing/0000092122-26-000040.txt ## Key facts - Shareholder Votes SOUTHERN CO shareholders approved Amendment to Restated Certificate of Incorporation to authorize issuance of preferred stock at the 2026-05-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-13 source text: 5. The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to authorize the issuance of preferred stock was approved based upon the following votes: Votes For % Outstanding For Votes Against Abstentions Broker Non-Votes 733,634,497 65.07 % 60,516,566 3,211,109 179,338,232 evidence_url: https://www.sec.gov/Archives/edgar/data/92122/000009212226000040/0000092122-26-000040-index.htm - Shareholder Votes SOUTHERN CO shareholders approved Amendment to Restated Certificate of Incorporation to provide for officer exculpation at the 2026-05-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-13 source text: 6. The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to provide for officer exculpation was approved based upon the following votes: Votes For % Outstanding For Votes Against Abstentions Broker Non-Votes 686,673,476 60.91 % 106,098,507 4,590,189 179,338,232 evidence_url: https://www.sec.gov/Archives/edgar/data/92122/000009212226000040/0000092122-26-000040-index.htm - Shareholder Votes SOUTHERN CO shareholders approved Amendment to Restated Certificate of Incorporation to authorize additional common stock at the 2026-05-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-13 source text: 4. The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to authorize additional common stock was approved based upon the following votes: Votes For % Votes Cast For Votes Against Abstentions Broker Non-Votes 946,532,072 97.39 % 25,346,091 4,822,241 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/92122/000009212226000040/0000092122-26-000040-index.htm - Shareholder Votes SOUTHERN CO shareholders approved Advisory approval of named executive officers' compensation at the 2026-05-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-13 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 754,894,258 95.24 % 37,651,570 4,816,344 179,338,232 evidence_url: https://www.sec.gov/Archives/edgar/data/92122/000009212226000040/0000092122-26-000040-index.htm - Shareholder Votes SOUTHERN CO shareholders rejected Stockholder proposal regarding a report on data center costs at the 2026-05-13 meeting. - Outcome: failed - Meeting: 2026-05-13 source text: 9. The stockholder proposal regarding a report on data center costs was not approved based upon the following votes: Votes For % Votes Cast For Votes Against Abstentions Broker Non-Votes 76,742,427 9.74 % 710,841,526 9,778,219 179,338,232 evidence_url: https://www.sec.gov/Archives/edgar/data/92122/000009212226000040/0000092122-26-000040-index.htm - Shareholder Votes SOUTHERN CO shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026 at the 2026-05-13 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-13 source text: 3. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 was approved based upon the following votes: Votes For % Votes Cast For Votes Against Abstentions Broker Non-Votes 947,424,572 97.24 % 26,799,479 2,476,353 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/92122/000009212226000040/0000092122-26-000040-index.htm - Shareholder Votes SOUTHERN CO shareholders rejected Stockholder proposal regarding an independent board chairman at the 2026-05-13 meeting. - Outcome: failed - Meeting: 2026-05-13 source text: 8. The stockholder proposal regarding an independent board chairman was not approved based upon the following votes: Votes For % Votes Cast For Votes Against Abstentions Broker Non-Votes 103,219,771 13.06 % 686,754,673 7,387,728 179,338,232 evidence_url: https://www.sec.gov/Archives/edgar/data/92122/000009212226000040/0000092122-26-000040-index.htm - Shareholder Votes SOUTHERN CO shareholders approved Miscellaneous amendments to Restated Certificate of Incorporation to modernize, clarify and conform at the 2026-05-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-13 source text: 7. The proposal to approve miscellaneous amendments to the Company’s Restated Certificate of Incorporation to modernize, clarify and conform the Company’s Restated Certificate of Incorporation was approved based upon the following votes: Votes For % Outstanding For Votes Against Abstentions Broker Non-Votes 788,336,975 69.93 % 5,357,089 3,668,108 179,338,232 evidence_url: https://www.sec.gov/Archives/edgar/data/92122/000009212226000040/0000092122-26-000040-index.htm - Shareholder Votes SOUTHERN CO shareholders rejected Stockholder proposal regarding a report on climate due diligence at the 2026-05-13 meeting. - Outcome: failed - Meeting: 2026-05-13 source text: 10. The stockholder proposal regarding a report on climate due diligence was not approved based upon the following votes: Votes For % Votes Cast For Votes Against Abstentions Broker Non-Votes 9,987,213 1.26 % 777,636,402 9,738,557 179,338,232 evidence_url: https://www.sec.gov/Archives/edgar/data/92122/000009212226000040/0000092122-26-000040-index.htm - Shareholder Votes SOUTHERN CO shareholders approved Election of Directors at the 2026-05-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-13 source text: 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 13, 2026. Stockholders voted as follows on the ten 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 784,876,449 98.68 % 10,432,453 2,053,270 179,338,232 Shantella E. Cooper 783,342,955 98.49 % 11,966,881 2,052,336 179,338,232 Anthony F. Earley, Jr. 778,970,288 97.94 % 16,310,213 2,081,671 179,338,232 James O. Etheredge 787,103,009 98.97 % 8,171,485 2,087,678 179,338,232 David J. Grain 771,268,167 96.98 % 24,003,646 2,090,359 179,338,232 John D. Johns 782,392,634 98.38 % 12,882,396 2,087,142 179,338,232 David E. Meador 780,239,348 98.10 % 15,074,948 2,047,876 179,338,232 William G. Smith, Jr. 772,562,017 97.14 % 22,714,125 2,086,030 179,338,232 Kristine L. Svinicki 779,969 evidence_url: https://www.sec.gov/Archives/edgar/data/92122/000009212226000040/0000092122-26-000040-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.