2017 Annual Meeting of Stockholders

Meeting Information

Date and Time

Wednesday, May 24, 2017 at 10:00 a.m., ET

Place

The Lodge Conference Center at Callaway Gardens,
Highway 18, Pine Mountain, Georgia 31822

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2017 Proxy Statement

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2016 Annual Report

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Voting Items

Item Board Recommendation Rationale Further Information (Proxy Statement Page)
Item 1 – Elect 15 Directors FOR each Director
  • 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.
  • Through their positions, responsibilities, skills and perspectives, which span various industries and organizations, these nominees represent a Board of Directors (Board) that is diverse and possesses appropriate collective knowledge and experience in accounting, finance, leadership, business operations, risk management, corporate governance and our industry and key subsidiaries’ service territories.
15
Item 2 – Approve an Amendment to the Certificate of Incorporation to Reduce the Supermajority Vote Requirement to a Majority Vote FOR
  • A supermajority vote requirement like the one contained in Article Eleventh of the Certificate of Incorporation, as amended (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.
39
Item 3 – Advisory Vote to Approve Executive Compensation (Say on Pay) FOR
  • 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 TSR, encourages individual performance that is in-line with our strategy, is aligned with stockholder interests and remains competitive with our industry peers.
78
Item 4 – Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation (Say on Frequency) ONE YEAR
  • We are required to hold an advisory vote on the frequency of the advisory vote to approve executive compensation (Say on Frequency) at least once every six years. In 2011, the Board recommended and the stockholders voted overwhelmingly in favor of an annual Say on Pay vote. The Board continues to believe that the Say on Pay vote should be held every year (on an annual basis).
78
Item 5 – Ratify the Independent Registered Public Accounting Firm for 2017 FOR
  • The Audit Committee has appointed Deloitte & Touche LLP (Deloitte & Touche) as our independent registered public accounting firm for 2017.
  • This appointment is being submitted to stockholders for ratification.
79
Item 6 – Vote on a Stockholder Proposal AGAINST
  • We have been advised that a stockholder proposal is intended to be submitted at the annual meeting.
84

* As an advisory vote, the proposals to approve executive compensation and approve the frequency of future advisory votes on executive compensation are not binding upon the Company. However, the Compensation Committee values the opinions expressed by stockholders and will consider the outcome of the votes when making future compensation and vote frequency decisions.

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Questions?

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Southern Company Shareholder Relations
Dianne Perry, Shareholder Services
Phone: 404-506-0965
800-554-7626
Email: dperry@southernco.com

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