So Shareholder Mtg 8-K 2015




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 27, 2015    

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:

[ ]
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))






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 27, 2015. 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
563,354,761
6,240,620

4,108,674
158,450,698
Jon A. Boscia
564,590,235
4,940,651

4,173,169
158,450,698
Henry A. Clark III
564,130,010
5,300,571

4,273,474
158,450,698
Thomas A. Fanning
546,222,364
17,904,826

9,576,865
158,450,698
David J. Grain
563,803,849
5,708,416

4,191,790
158,450,698
Veronica M. Hagen
563,924,544
5,608,774

4,170,737
158,450,698
Warren A. Hood, Jr.
563,775,827
5,683,109

4,245,119
158,450,698
Linda P. Hudson
560,743,599
8,787,778

4,172,678
158,450,698
Donald M. James
552,324,918
17,045,214

4,333,923
158,450,698
John D. Johns
553,525,925
15,979,574

4,198,556
158,450,698
Dale E. Klein
561,382,332
8,145,882

4,175,841
158,450,698
William G. Smith, Jr.
563,287,544
6,297,597

4,118,914
158,450,698
Steven R. Specker
564,129,044
5,506,532

4,068,479
158,450,698
Larry D. Thompson
563,839,197
5,644,001

4,220,857
158,450,698
E. Jenner Wood III
439,340,700
130,029,890

4,333,465
158,450,698

2.
The proposal to approve The Southern Company Outside Directors Stock Plan was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
545,369,866
 
20,126,614
 
8,207,575
 
158,450,698

3.
The proposal to approve an amendment to the by-laws related to the ability of stockholders to act by written consent to amend the by-laws was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
547,789,577
 
18,899,357
 
7,015,121
 
158,450,698


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4.
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
530,452,437
 
34,332,806
 
8,918,812
 
158,450,698

5.
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015 was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
717,773,835
 
8,667,354
 
5,713,564
 
0

6.
The stockholder proposal on proxy access was not approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
260,446,276
 
303,750,942
 
9,506,837
 
158,450,698

7.
The stockholder proposal on greenhouse gas emissions reduction goals was not approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
114,265,027
 
402,330,075
 
57,108,953
 
158,450,698

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

3.1
By-Laws of the Company, as amended effective May 27, 2015.


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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 29, 2015
 
THE SOUTHERN COMPANY

 
 
 
 
 
 
 
 
By
/s/Melissa K. Caen
 
 
 
 
Melissa K. Caen
Corporate Secretary
 



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