8-K 1 so8-k2019shareholdermtg5x19.htm 8-K Document


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, 2019

Commission
File Number
Registrant, State of Incorporation,
Address And Telephone Number
I.R.S. Employer
Identification No.
 
 
 
1-3526
The Southern Company
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000
58-0690070

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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $5 per share
SO
New York Stock Exchange
6.25% Series 2015A Junior Subordinated Notes due 2075
SOJA
New York Stock Exchange
5.25% Series 2016A Junior Subordinated Notes due 2076
SOJB
New York Stock Exchange
5.25% Series 2017B Junior Subordinated Notes due 2077
SOJC
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  o
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.  o




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, 2019. Stockholders voted as follows on the 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 Against
Abstentions
Broker Non-Votes
 
 
 
 
 
Janaki Akella
641,020,065

5,081,474

2,675,990

245,250,529

Juanita Powell Baranco
631,331,416

14,908,527

2,537,586

245,250,529

Jon A. Boscia
636,151,173

10,039,487

2,586,869

245,250,529

Henry A. Clark III
641,509,644

4,760,264

2,507,621

245,250,529

Anthony F. Earley, Jr.
640,634,480

5,579,171

2,563,878

245,250,529

Thomas A. Fanning
626,322,165

17,597,961

4,857,403

245,250,529

David J. Grain
637,685,736

8,531,767

2,560,026

245,250,529

Donald M. James
630,563,513

15,638,011

2,576,005

245,250,529

John D. Johns
631,793,126

14,404,976

2,579,427

245,250,529

Dale E. Klein
637,195,420

9,023,457

2,558,652

245,250,529

Ernest J. Moniz
639,017,000

7,101,521

2,659,008

245,250,529

William G. Smith, Jr.
631,530,907

14,678,841

2,567,781

245,250,529

Steven R. Specker
636,921,742

9,245,742

2,610,045

245,250,529

Larry D. Thompson
627,646,892

16,914,118

4,216,519

245,250,529

E. Jenner Wood III
641,465,773

4,640,065

2,671,691

245,250,529


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 Against
 
Abstentions
 
Broker
Non-Votes
607,238,938

 
35,469,457

 
6,069,134

 
245,250,529


3.
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2019 was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
878,897,831

 
11,505,795

 
3,624,432

 
N/A


2




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 Against
 
Abstentions
 
Broker
Non-Votes
632,764,563

 
11,228,197

 
4,784,769

 
245,250,529


SIGNATURE
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, 2019
 
THE SOUTHERN COMPANY
 
 
 
 
 
 
 
 
By
/s/Melissa K. Caen
 
 
 
 
Melissa K. Caen
Assistant Secretary
 



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