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 23, 2018

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))

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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, Art P. Beattie will retire as Executive Vice President and Chief Financial Officer of The Southern Company (the “Company”) effective June 1, 2018. On May 23, 2018, the Company entered into a Consulting Agreement with Mr. Beattie, effective as of August 1, 2018, to assist with an orderly transition of knowledge and expertise in the role after his retirement. The agreement will continue through December 31, 2018 and provides for the payment of an aggregate of $400,000 in five equal monthly installments.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on May 23, 2018. 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
 
 
 
 
 
Juanita Powell Baranco
619,506,684

10,350,882

3,001,739

253,812,558

Jon A. Boscia
620,443,159

9,246,698

3,169,448

253,812,558

Henry A. Clark III
616,988,342

12,714,494

3,156,469

253,812,558

Thomas A. Fanning
606,503,854

22,649,899

3,705,552

253,812,558

David J. Grain
618,096,341

11,551,877

3,211,087

253,812,558

Veronica M. Hagen
622,110,443

7,745,284

3,003,578

253,812,558

Linda P. Hudson
612,107,696

17,433,507

3,318,102

253,812,558

Donald M. James
612,492,688

17,170,743

3,195,874

253,812,558

John D. Johns
622,066,091

7,516,052

3,277,162

253,812,558

Dale E. Klein
617,849,356

11,816,047

3,193,902

253,812,558

Ernest J. Moniz
622,567,269

6,746,897

3,545,139

253,812,558

William G. Smith, Jr.
619,612,194

10,006,118

3,240,993

253,812,558

Steven R. Specker
617,839,223

11,802,749

3,217,333

253,812,558

Larry D. Thompson
623,615,291

5,967,254

3,276,760

253,812,558

E. Jenner Wood III
624,348,291

5,313,699

3,197,315

253,812,558


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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
591,250,807

 
34,274,400

 
7,334,098

 
253,812,558


3.
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2018 was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
868,808,130

 
13,575,648

 
4,288,085

 
0

4.
The stockholder proposal to amend the proxy access by-laws was not approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
126,624,682

 
495,142,822

 
11,091,801

 
253,812,558


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, 2018
 
THE SOUTHERN COMPANY
 
 
 
 
 
 
 
 
By
/s/Melissa K. Caen
 
 
 
 
Melissa K. Caen
Assistant Secretary
 



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