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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 24, 2023

Commission
File Number		Registrant,
State of Incorporation,
Address and Telephone Number		I.R.S. Employer
Identification No.
1-3526The Southern Company58-0690070
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000

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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
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:

RegistrantTitle of each classTrading
Symbol(s)		Name of each exchange
on which registered
The Southern CompanyCommon Stock, par value $5 per shareSONew York Stock Exchange
The Southern CompanySeries 2017B 5.25% Junior Subordinated Notes due 2077SOJCNew York Stock Exchange
The Southern CompanySeries 2020A 4.95% Junior Subordinated Notes due 2080SOJDNew York Stock Exchange
The Southern Company
Series 2020C 4.20% Junior Subordinated Notes due 2060
SOJENew York Stock Exchange
The Southern CompanySeries 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081SO 81New 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  ☐
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.  ☐



Item 5.07.Submission of Matters to a Vote of Security Holders.
The Southern Company (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 24, 2023. Stockholders voted as follows on the seven matters properly presented for a vote:
1.The nominees for election to the Board of Directors were elected based on the following votes:
NomineesVotes For% Votes Cast ForVotes AgainstAbstentionsBroker
Non-Votes
Janaki Akella726,283,68998.63%10,084,7952,269,305185,374,484 
Henry A. Clark III717,537,13297.43%18,929,1882,171,469185,374,484 
Anthony F. Earley, Jr.690,967,59793.82%45,501,7382,168,454185,374,484 
Thomas A. Fanning708,753,36296.23%27,747,2742,137,153185,374,484 
David J. Grain705,551,34795.81%30,818,8932,267,549185,374,484 
Colette D. Honorable719,546,95097.70%16,923,4242,167,415185,374,484 
Donald M. James713,444,00196.87%23,037,2492,156,539185,374,484 
John D. Johns712,766,45396.78%23,683,7592,187,577185,374,484 
Dale E. Klein704,288,72795.63%32,152,8162,196,246185,374,484 
David E. Meador732,113,27899.41%4,324,3542,200,157185,374,484 
Ernest J. Moniz718,301,52997.54%18,120,8342,215,426185,374,484 
William G. Smith, Jr.701,981,35295.32%34,487,7472,168,690185,374,484 
Kristine L. Svinicki731,197,89099.28%5,325,9542,113,945185,374,484 
Lizanne Thomas724,742,38798.40%11,754,1622,141,240185,374,484 
Christopher C. Womack725,697,39898.55%10,695,2852,245,106185,374,484 
E. Jenner Wood III717,237,85397.40%19,144,9392,254,997185,374,484 

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 ForVotes AgainstAbstentionsBroker
Non-Votes
682,307,00292.99%51,450,9094,879,878185,374,484

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 YearEvery Two
Years		Every Three YearsAbstentionsBroker
Non-Votes
724,735,2723,556,8956,932,7823,412,840185,374,484

In connection with the Annual Meeting, the Board of Directors of the Company recommended that stockholders vote to conduct future advisory votes to approve the compensation of the Company’s named


executive officers on an annual basis. In light of such recommendation and considering the strong support for an annual vote as reflected in the above voting results, the Board of Directors, on May 24, 2023, determined that the Company will conduct future advisory votes to approve the compensation of the Company’s named executive officers annually.

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 ForVotes AgainstAbstentionsBroker
Non-Votes
899,724,63097.60%22,081,3202,206,323N/A

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 ForVotes AgainstAbstentionsBroker
Non-Votes
     
724,045,80998.51%66.33%10,943,2483,648,732185,374,484

6.The stockholder proposal regarding simple majority vote was not approved based upon the following votes:

Votes For% Votes Cast ForVotes AgainstAbstentionsBroker
Non-Votes
278,570,82238.03%453,962,1246,104,843185,374,484

7.The stockholder proposal regarding setting Scope 3 GHG targets was not approved based upon the following votes:

Votes For% Votes Cast ForVotes AgainstAbstentionsBroker
Non-Votes
137,703,44319.77%558,748,01442,186,332185,374,484

8.The stockholder proposal regarding issuing an annual report on the feasibility of reaching net zero was not properly presented at the Annual Meeting because the proponent failed to present the proposal personally or through a qualified representative.




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SIGNATURES

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 26, 2023THE SOUTHERN COMPANY
By/s/Melissa K. Caen
Melissa K. Caen
Assistant Secretary

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