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 24, 2017

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 5.07.
Submission of Matters to a Vote of Security Holders.

The Southern Company (the “Company”) held its Annual Meeting of Stockholders on May 24, 2017. 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
623,154,617
9,826,472
3,339,202
228,527,303
Jon A. Boscia
626,423,357
6,426,130
3,470,804
228,527,303
Henry A. Clark III
605,430,338
27,520,527
3,369,426
228,527,303
Thomas A. Fanning
606,947,938
23,482,809
5,889,544
228,527,303
David J. Grain
606,825,016
26,078,221
3,417,054
228,527,303
Veronica M. Hagen
623,275,410
9,749,805
3,295,076
228,527,303
Warren A. Hood, Jr.
626,309,610
6,526,357
3,484,324
228,527,303
Linda P. Hudson
610,966,463
22,123,254
3,230,574
228,527,303
Donald M. James
599,095,876
33,756,349
3,468,066
228,527,303
John D. Johns
607,776,555
25,042,735
3,501,001
228,527,303
Dale E. Klein
605,770,253
27,168,691
3,381,347
228,527,303
William G. Smith, Jr.
623,686,802
9,001,597
3,631,892
228,527,303
Steven R. Specker
604,033,564
28,867,198
3,419,529
228,527,303
Larry D. Thompson
624,719,557
8,079,236
3,521,498
228,527,303
E. Jenner Wood III
627,337,127
5,470,731
3,512,433
228,527,303

2.
The proposal to approve an amendment to the certificate of incorporation to reduce the supermajority vote requirements to a majority vote, which pursuant to the 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
615,602,982
 
15,460,262
 
5,257,047
 
228,527,303

3.
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
384,353,212
 
244,037,148
 
7,929,931
 
228,527,303

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4.
The stockholders voted, on an advisory basis, to conduct future advisory votes to approve the compensation of the Company’s named executive officers as follows:

Every Year
 
Every Two
Years
 
Every Three Years
 
Abstentions
 
Broker
Non-Votes
609,986,261
 
6,404,274
 
14,286,734
 
5,643,022
 
228,527,303

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, 2017, determined that the Company will conduct future advisory votes to approve the compensation of the Company’s named executive officers annually.

5.
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2017 was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
847,318,247
 
13,181,708
 
4,347,639
 
0

6.
The stockholder proposal on a report on strategy for international energy agency 2°C scenario was not approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
280,493,015
 
333,201,791
 
22,625,485
 
228,527,303


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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 25, 2017
 
THE SOUTHERN COMPANY
 
 
 
 
 
 
 
 
By
/s/Melissa K. Caen
 
 
 
 
Melissa K. Caen
Assistant Secretary
 



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