2019 Annual Meeting of Stockholders

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Meeting Information

Date

Date and Time

Wednesday, May 22, 2019
at 10:00 a.m., ET
Date

Place

The Lodge Conference Center at Callaway Gardens,
4500 Southern Pine Drive, Pine Mountain,
Georgia 31822

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2019 Proxy Statement

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2018 Annual Report

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Items of Business

Item Board Recommendation Rationale See Page
1. Elect 15 Directors The Board recommends a vote FOR each nominee for Director
  • The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated 15 of the Directors currently serving for re-election to the Southern Company Board of Directors.

    • Janaki Akella
    • Juanita Powell Baranco
    • Jon A. Boscia
    • Henry A. Clark Ill
    • Anthony F. Earley, Jr.
    • Thomas A. Fanning
    • David J. Grain
    • Donald M. James
    • John D. Johns
    • Dale E. Klein
    • Ernest J. Moniz
    • William G. Smith, Jr.
    • Steven R. Specker
    • Larry D. Thompson
    • E. Jenner Wood Ill

  • 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 various industries and organizations, these nominees represent a Board of Directors that is diverse and possesses appropriate collective qualifications, skills, knowledge and experience.

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2. Conduct an advisory vote to approve executive compensation, often referred to as a Say on Pay The Board recommends a vote FOR this proposal
  • We believe our compensation program provides the appropriate mix of fixed and at-risk compensation. Our short- and long-term performance-based compensation program ties pay to Company performance, rewards achievement of financial and operational goals and relative total shareholder return (TSR), encourages individual performance that is in line with our long-term strategy, is aligned with stockholder interests and remains competitive with our industry peers.

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3. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2019 The Board recommends a vote FOR this proposal
  • The Audit Committee has appointed Deloitte & Touche as our independent registered public accounting firm for 2019.

  • This appointment is being submitted to stockholders for ratification.

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4. Approve an amendment to the Certificate of Incorporation to reduce the supermajority vote requirement to a majority vote 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.

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