SOUTHERN CO
For the period ended May 21, 2025. Filed Apr 11, 2025.
View on SEC.govAbout this filing
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
Contents
Proxy Voting Roadmap
| The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated 13 of the Directors currently serving for re-election to the Southern Company Board of Directors. Each nominee holds or has held senior executive positions, maintains the highest degree of integrity and ethical standards and complements the needs of the Company and the Board. Through their positions, responsibilities, skills and perspectives, which span many industries and organizations, these nominees represent a Board of Directors with a broad range and depth of expertise and experience to effectively oversee the Company's operations, risks and long-term strategy. | |
| The Board recommends a vote FOR each nominee for Director |
Janaki Akella, 64IndependentFormer Digital Transformation Leader, Google LLCDirector Since: January 2019
Shantella E. Cooper, 57 IndependentFounder and Chief Executive Officer, Journey Forward Strategies, LLCDirector Since: October 2023
Anthony F. Earley, Jr., 75 Lead Independent DirectorChairman, President and Chief Executive Officer, PG&E Corporation (retired) Director Since: January 2019
James O. Etheredge, 61 IndependentManaging Director, Monarch Private Capital and former Chief Executive Officer - North America, Accenture plcDirector Since: April 2025
David J. Grain, 62IndependentFounder and Chief Executive Officer, Grain Management, LLCDirector Since: December 2012
Donald M. James, 76 IndependentChairman and Chief Executive Officer, Vulcan Materials Company (retired) Director Since: December 1999
John D. Johns, 73 IndependentSenior Advisor, Blackstone Inc. and former Chairman and Chief Executive Officer, Protective Life Corporation Director Since: February 2015
Dale E. Klein, 77 IndependentProfessor, University of Texas at Austin Director Since: July 2010
David E. Meador, 68 IndependentVice Chairman and Chief Administrative Officer, DTE Energy (retired) Director Since: April 2023
William G. Smith, Jr., 71 IndependentChairman, President and Chief Executive Officer, Capital City Bank Group, Inc. Director Since: February 2006
Kristine L. Svinicki, 58IndependentAdjunct Professor, University of Michigan Director Since: October 2021
Lizanne Thomas, 67 IndependentPartner, Jones Day (retired) Director Since: April 2023
Christopher C. Womack, 67Chairman, President and Chief Executive Officer, Southern Company Director Since: March 2023
Collective qualifications, attributes, skills and experience
Accounting, Finance and Capital Markets
CEO Experience
Cybersecurity
Environment and Clean Energy
Government and Public Policy
Industry Experience
Regional Knowledge
Technology and Innovation
| 10 | Southern Company 2025 Proxy Statement |
Proxy Voting Roadmap
| We believe our compensation program provides the appropriate mix of fixed and at-risk compensation.The short- and long-term performance-based compensation program ties executive pay to Company performance, rewards achievement of financial and operational goals, encourages individual performance that is in line with our long-term strategy, is aligned with stockholder interests and remains competitive with our industry peers. | |
| The Board recommends a vote FOR this proposal |
| The Audit Committee appointed Deloitte & Touche as our independent registered public accounting firm for 2025.This appointment is being submitted to stockholders for ratification. | |
| The Board recommends a vote FOR this proposal |
| A supermajority vote requirement like the one contained in Article Eleventh of the Restated Certificate of Incorporation (Certificate of Incorporation or Certificate) historically has been intended to facilitate corporate governance stability and provide protection against self-interested action by large stockholders by requiring broad stockholder consensus to make certain fundamental changes.As corporate governance standards have evolved, many stockholders and commentators now view a supermajority requirement as limiting the Board’s accountability to stockholders and the ability of stockholders to effectively participate in corporate governance. | |
| The Board recommends a vote FOR this proposal |
| The following four proposals were submitted by stockholders. If the proponent of each proposal, or the proponent’s representative, is present at the annual meeting and presents the proposal for a vote, then the proposal will be voted on at the annual meeting. | ||
| 4Simple Majority Vote4Disclose Assumptions Underlying Continued Reliance on Fossil Fuel-Based Energy | 4Conduct a Net Zero Audit4Report on Respecting Workforce Civil Liberties | |
| The Board recommends a vote AGAINST each proposal | ||
| Southern Company 2025 Proxy Statement | 11 |
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