2017 Annual Meeting of Stockholders

Director Nominees, Board and Corporate Governance Highlights

Juanita Powell Baranco
Executive Vice President and Chief Operating Officer of Baranco Automotive Group

Age: 68
Director since: 2006
Independent Director: Yes
Current Committees: Audit

Jon A. Boscia
Founder and President, Boardroom Advisors LLC

Age: 64
Director since: 2007
Independent Director: Yes
Current Committees: Audit

Henry A. "Hal" Clark III
Senior Advisor of Evercore (retired)

Age: 67
Director since: 2009
Independent Director: Yes
Current Committees: Compensation and Management Succession (Chair), Finance

Thomas A. Fanning
Chairman of the Board, President and Chief Executive Officer (CEO), Southern Company

Age: 60
Director since: 2010
Independent Director: No
Current Committees: None

David J. Grain
Founder and Managing Partner of Grain Management LLC

Age: 54
Director since: 2012
Independent Director: Yes
Current Committees: Compensation and Management Succession, Finance (Chair)

Veronica M. Hagen
Chief Executive Officer, Polymer Group, Inc. (retired)

Age: 71
Director since: 2008
Independent Director: Yes
Current Committees: Governance (Chair), Nuclear/Operations

Warren A. Hood, Jr.
Chairman and Chief Executive Officer, Hood Companies Inc.

Age: 65
Director since: 2007
Independent Director: Yes
Current Committees: Audit

Linda P. Hudson
Founder, Chairman and Chief Executive Officer, The Cardea Group

Age: 66
Director since: 2014
Independent Director: Yes
Current Committees: Governance, Nuclear/Operations, Business Security Subcommittee (Chair)

Donald M. James
Chairman and Chief Executive Officer, Vulcan Materials Company (retired)

Age: 68
Director since: 1999
Independent Director: Yes
Current Committees: Compensation and Management Succession, Finance

John D. Johns
Chairman and Chief Executive Officer, Protective Life Corporation

Age: 65
Director since: 2015
Independent Director: Yes
Current Committees: Audit (Chair)

Dale E. Klein
Associate Vice Chancellor of Research, University of Texas System

Age: 69
Director since: 2010
Independent Director: Yes
Current Committees: Compensation and Management Succession, Nuclear/Operations, Business Security Subcommittee

William G. Smith, Jr.
Chairman, President and Chief Executive Officer, Capital City Bank Group, Inc.

Age: 63
Director since: 2006
Independent Director: Yes
Current Committees: Finance, Governance

Steven R. Specker
Chief Executive Officer, Tri Alpha Energy, Inc.

Age: 71
Director since: 2010
Independent Director: Yes
Current Committees: Compensation and Management Succession, Nuclear/Operations (Chair)

Larry D. Thompson
John A. Sibley Professor of Corporate and Business Law, The University of Georgia School of Law

Age: 71
Director since: 2014
Independent Director: Yes, Lead Independent Director
Current Committees: Finance, Governance

E. Jenner Wood III
Corporate Executive Vice President – Wholesale Banking, SunTrust Banks, Inc. (retired)

Age: 65
Director since: 2012
Independent Director: Yes
Current Committees: Governance, Nuclear/Operations

Qualifications, Attributes, Skills, and Experience of the Board as a Whole

CEO or senior executive leadership experience
Diversity of race, ethnicity, gender, age, cultural background or professional experience
Electric or gas utility experience or nuclear operations experience
Engineering, innovation or technology experience
Federal, state or local government or regulatory experience
Financial, banking or investment experience
Knowledge of the traditional electric operating companies or Southern Company Gas
Risk oversight or risk management experience

Key Corporate Governance Practices

We seek to establish corporate governance standards and practices that create long-term value for our stockholders and positive influences on the governance of the Company. Our key corporate governance practices include:

  • Annual election of Directors
  • Majority voting for Directors, with a director resignation policy
  • 10% threshold for stockholders to request a special meeting
  • Adoption of proxy access bylaw that provides stockholders (up to group of 20) that have maintained ownership of 3% of shares for three years the ability to nominate the greater of two nominees or 20% of Directors
  • 14 of 15 Directors are independent with an average tenure of independent Directors of seven years
  • Strong Lead Independent Director
  • All Board committees are comprised of independent Directors
  • Annual Board and committee self-evaluations
  • Proactive stockholder engagement
  • Clawback policy under our Omnibus Plan
  • Strong stock ownership guidelines
  • Annual management succession planning review
  • Anti-hedging and anti-pledging provisions

Recent and Proposed Governance and Disclosure Enhancements

  • Adopted a proxy access right for stockholders
  • Continued our stockholder engagement efforts
  • Added five new Directors to the Board in the past five years
  • Included disclosure about Board refreshment, Board and committee self-evaluations and management succession planning
  • Included a message from the Lead Independent Director
  • Eliminated the “fair price” anti-takeover provision in the Certificate of Incorporation
  • Proposed an amendment to the Certificate of Incorporation to eliminate the supermajority vote requirement