0000092122FALSE00000921222026-05-132026-05-130000092122us-gaap:CommonStockMember2026-05-132026-05-130000092122so:Series2017B5.25JuniorSubordinatedNotesDue2077Member2026-05-132026-05-130000092122so:Series2020A4.95JuniorSubordinatedNotesDue2080Member2026-05-132026-05-130000092122so:Series2020C420JuniorSubordinatedNotesDue2060Member2026-05-132026-05-130000092122so:Series2021B1875FixedToFixedResetRateJuniorSubordinatedNotesDue2081Member2026-05-132026-05-130000092122so:Series2025A6.50JuniorSubordinatedNotesDue2085Member2026-05-132026-05-130000092122so:A2025SeriesACorporateUnitsMember2026-05-132026-05-13
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 13, 2026 |
| | | | | | | | | | | | | | | | | | | | |
| Commission File Number | | Registrant, State of Incorporation, Address and Telephone Number | | I.R.S. Employer Identification No. | |
| | | | | | | | | | | | | | | | | | | | |
| 1-3526 | | The Southern Company | | 58-0690070 | |
(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:
| | | | | | | | | | | |
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| The Southern Company | Common Stock, par value $5 per share | SO | New York Stock Exchange |
| The Southern Company | Series 2017B 5.25% Junior Subordinated Notes due 2077 | SOJC | New York Stock Exchange |
| The Southern Company | Series 2020A 4.95% Junior Subordinated Notes due 2080 | SOJD | New York Stock Exchange |
| The Southern Company | Series 2020C 4.20% Junior Subordinated Notes due 2060 | SOJE | New York Stock Exchange |
| The Southern Company | Series 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081 | SO 81 | New York Stock Exchange |
| The Southern Company | Series 2025A 6.50% Junior Subordinated Notes due 2085 | SOJF | New York Stock Exchange |
| The Southern Company | 2025 Series A Corporate Units | SOMN | 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 ☐
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 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 | | 779,969,354 | | 98.06 | % | | 15,380,351 | | 2,012,467 | | 179,338,232 | |
| Lizanne Thomas | | 774,256,082 | | 97.34 | % | | 21,142,031 | | 1,964,059 | | 179,338,232 | |
| John M. Turner, Jr. | | 787,367,826 | | 99.00 | % | | 7,923,303 | | 2,071,043 | | 179,338,232 | |
| Christopher C. Womack | | 773,084,318 | | 97.20 | % | | 22,205,419 | | 2,072,435 | | 179,338,232 | |
| | | | | |
| 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 |
| | | | | | | | |
| | | | | |
| 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 |
| | | | | | | | |
| | | | | |
| 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 |
| | | | | | | | |
| | | | | |
| 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 |
| | | | | | | | |
| | | | | |
| 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 |
| | | | | | | | |
| | | | | |
| 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 |
| | | | | | | | |
| | | | | |
| 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 |
| | | | | | | | |
| | | | | |
| 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 |
| | | | | | | | |
| | | | | |
| 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 |
| | | | | | | | |
| | | | | |
| Item 9.01. | Financial Statements and Exhibits. |
| |
| (d) Exhibits. | |
| |
| 3.1 | |
| |
| 3.2 | |
| |
| 104 | Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document. |
| |
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 15, 2026 | THE SOUTHERN COMPANY
|
| By | /s/Melissa K. Caen |
| | Melissa K. Caen Assistant Secretary |