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NYSE: SO SOUTHERN CO 8-K

Southern Co shareholders approve charter amendments, elect all directors at annual meeting

Filed May 15, 2026 · Period ending May 13, 2026 · ~1 min read

5 key changes 1 section

Key Changes

  • medium

    Shareholders approved four charter amendments including authorizing additional common stock (97.39%) and preferred stock issuance (65.07%), with the preferred stock and officer exculpation provisions drawing the most opposition.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    All twelve director nominees elected with support ranging from 96.98% to 99.00%, reflecting routine approval levels across the board.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Executive compensation approved on advisory basis with 95.24% support, consistent with typical say-on-pay outcomes.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Deloitte & Touche LLP ratified as independent auditor for 2026 with 97.24% approval.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Three shareholder proposals defeated, including independent board chairman (13.06%), data center cost reporting (9.74%), and climate due diligence (1.26%).

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

Southern Company held its 2026 annual meeting on May 13, with shareholders voting on governance matters and charter amendments. The most material outcome was approval of four charter amendments, including authorization of additional common stock (97.39% support) and preferred stock issuance authority (65.07% of shares outstanding).

The preferred stock and officer exculpation amendments drew relatively higher opposition but still passed comfortably. All twelve director nominees were elected with support between 96.98% and 99.00%, indicating routine shareholder approval. Executive compensation received 95.24% support on an advisory basis, and Deloitte & Touche was ratified as auditor with 97.24% approval.

Three shareholder proposals seeking an independent board chairman, data center cost reporting, and climate due diligence reporting were all defeated with minimal support ranging from 1.26% to 13.06%. The results reflect a standard annual meeting with no contested outcomes.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~700 words

Southern Co held its 2026 annual meeting; shareholders elected 12 directors, approved executive pay, ratified auditor, and approved charter amendments.

3 Added
Added Charter amendments - stock authorization and governance medium

Added in current filing · view on EDGAR → · paraphrased

946,532,072 97.39 % 25,346,091 4,822,241 N/A ... 733,634,497 65.07 % 60,516,566 3,211,109 179,338,232 ... 686,673,476 60.91 % 106,098,507 4,590,189 179,338,232 ... 788,336,975 69.93 % 5,357,089 3,668,108 179,338,232

Shareholders approved four charter amendments: authorizing additional common stock (97.39% of votes cast), authorizing preferred stock issuance (65.07% of shares outstanding), providing officer exculpation (60.91% of shares outstanding), and modernizing/clarifying charter provisions (69.93% of shares outstanding). The preferred stock and officer exculpation amendments received the most opposition.

Show 2 minor / wording changes
Added Say-on-pay vote low

Added in current filing · view on EDGAR → · paraphrased

754,894,258 95.24 % 37,651,570 4,816,344 179,338,232

Shareholders approved executive compensation on an advisory basis with 95.24% of votes cast in favor. The 4.76% opposition level is routine for say-on-pay votes.

Added Auditor ratification low

Added in current filing · view on EDGAR → · paraphrased

947,424,572 97.24 % 26,799,479 2,476,353 N/A

Shareholders ratified the appointment of Deloitte & Touche LLP as independent auditor for 2026 with 97.24% support. This is a routine approval with no broker non-votes since brokers can vote on auditor ratification.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify