SOUTHERN CO
For the period ended May 21, 2025. Filed Apr 11, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2025 · Filed Apr 11, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
The Southern Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Our Company
| Capabilities in · More than | ||||
|---|---|---|---|---|
| 45,000 MW | 50 States | 9 million | 28,000 | 7 |
| of generating capacity | Customers | Employees | Electric & naturalgas utilities | |
Our Major Subsidiaries
| 1.6 millionelectric utility customers | 2.8 millionelectric utility customers | 193,000electric utility customers |
|---|---|---|
| 12,600 MWof wholesale solar, wind, natural gas and clean alternative technology provider in 15 states | 4.4 millionnatural gas distribution customers across four state-regulated, wholesale and retail energy businesses and gas storage facilities in the U.S. | |
| 4Atlanta Gas Light (GA)4Chattanooga Gas (TN) | 4Nicor Gas (IL)4Virginia Natural Gas (VA) | |
| Wireless communications service | A national leader in distributed infrastructure technologies doing business nationwide | An innovative leader among the nation’s nuclear energy industry |
Our ValuesAt Southern Company, Our Values establish the foundational behaviors that guide how we work and outline how we make decisions and take actions. Our Values reflect how we lead, engage, collaborate and perform as One Team. Living Our Values is how we make each other better and deliver clean, safe reliable and affordable energy solutions for our customers and communities. This is what we mean when we say we are bigger than our bottom line.At Southern Company, Our Values will guide us to make every decision, every day, in the right way.
Safety FirstWe actively care about the safety and well-being of our employees, customers and communities. Safely approaching every job, every day, always comes first.
Intentional InclusionWe are One Team, working to foster a culture of belonging and ensuring our diverse team feels valued. Investing in an equitable culture benefits our employees, customers, communities and stockholders.
Act with IntegrityWe act with honesty, respect and fairness, demonstrating trustworthiness in all we do. We are true to our word and follow through on our commitments.
Superior PerformanceWe keep customers at the center of everything that we do, with a focus on continuous improvement. We will continue our strong focus on innovative solutions, improving how we run our business and our commitment to environmental stewardship.
Cover Photo: Crews and equipment staged in Brunswick, Georgia ready to restore service in the aftermath of Hurricane Helene
Table of Contents
| Notice of Annual Meeting of Stockholders of Southern Company | 2 | |
|---|---|---|
| Letter from our Chairman and Chief Executive Officer | 3 | |
| Letter from our Independent Directors | 4 | |
| Company Performance | 5 | |
| Proxy Voting Roadmap | 10 | |
| Governance | 12 | |
| ITEM 1 Election of 13 Directors | 12 | |
| Governance Highlights | 12 | |
| Board of Director Nominees Qualifications, Attributes, Skills and Experience | 13 | |
| Board Refreshment, Board Succession Planning and Board Composition | 14 | |
| Board Nomination Process | 15 | |
| Biographical Information about our Nominees for Director | 18 | |
| Committees of the Board | 25 | |
| Board Composition and Structure | 28 | |
| Board Independence | 30 | |
| Board and Committee Responsibilities | 31 | |
| Oversight of Strategy and Risk | 31 | |
| Engaging with our Stakeholders | 36 | |
| Director Compensation | 38 | |
| ITEM 2 Advisory Vote to Approve Executive Compensation (Say on Pay) | 40 | |
| Compensation Discussion and Analysis | 41 | |
| Letter from the Compensation and Talent Development Committee | 42 |
| CEO Pay for Performance Alignment | 43 |
|---|---|
| Stockholder Outreach and Say on Pay Response | 45 |
| Executive Compensation Program | 46 |
| Compensation Governance | 59 |
| Executive Compensation Tables | 64 |
| Equity Compensation Plan Information | 75 |
| Pay Ratio Disclosure | 76 |
| Pay Versus Performance Disclosure | 76 |
| Audit Committee Matters | 80 |
| Audit Committee Report | 80 |
| ITEM 3 Ratify the Independent Registered Public Accounting Firm for 2025 | 81 |
| ITEM 4 Approve an Amendment to the Restated Certificate of Incorporation to Reduce the Supermajority Vote Requirement to a Majority Vote | 82 |
| ITEMS 5-8 Vote on Four Stockholder Proposals | 84 |
| Stock Ownership Information | 91 |
| FAQs about Voting and the Annual Meeting | 93 |
| Reconciliation of Non-GAAP Information | 98 |
| Cautionary Note Regarding Forward-Looking Statements | 99 |
| Appendix A - Definitions of Key Terms | 101 |
| Appendix B - Benefit Plan Summary | 102 |
Southern Company is a holding company that conducts its business through its subsidiaries; accordingly, unless the context otherwise requires, references in this proxy statement to Southern Company’s operations, such as generating activities, greenhouse gas (GHG) emissions and employment practices, refer to those operations conducted through its subsidiaries.
Links to websites included in this proxy statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (SEC).
See Appendix A - Definitions of Key Terms onpage 101 for many key terms and acronyms used in this proxy statement.
| Southern Company 2025 Proxy Statement | 1 |
|---|
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