8-KLeadership Changes

SOUTHERN CO 8-K Report, Executive Changes (Dec 16, 2005)

Filed December 16, 2005For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

This 8-K filing from Southern Company (SO) reports a significant executive appointment within its accounting and financial leadership. Effective March 11, 2006, W. Ron Hinson will assume the roles of Comptroller and Chief Accounting Officer for Southern Company, along with Senior Vice President and Comptroller for its subsidiary, Southern Company Services, Inc. Mr. Hinson brings a wealth of experience from his tenure at Georgia Power Company, where he has served in key accounting positions since 1995. The filing also details the terms of Mr. Hinson's participation in the Southern Company Executive Change in Control Severance Plan. This plan outlines specific benefits, including financial payouts and accelerated vesting of stock options, should a change in control of the company occur. The transition plan involves Mr. Hinson working alongside the current Comptroller, W. Dean Hudson, who will move to a Senior Vice President and CFO role at Southern Company Services, Inc. after March 11, 2006.

Key Highlights

  • 1W. Ron Hinson appointed as Southern Company's Comptroller and Chief Accounting Officer, effective March 11, 2006.
  • 2Mr. Hinson will also serve as Senior Vice President and Comptroller of Southern Company Services, Inc. (SCS).
  • 3The appointment signifies a planned transition in key financial leadership roles.
  • 4Mr. Hinson has extensive accounting experience, previously holding roles at Georgia Power Company since 1995.
  • 5Details provided on Mr. Hinson's eligibility for the Executive Change in Control Severance Plan.
  • 6The severance plan includes provisions for lump sum payments, continued insurance coverage, and accelerated stock option vesting in the event of a change in control.
  • 7W. Dean Hudson, the current Comptroller, will transition to Senior Vice President and Chief Financial Officer of SCS after March 11, 2006.

Frequently Asked Questions

W. Ron Hinson has been appointed as the new Comptroller and Chief Accounting Officer of Southern Company, effective March 11, 2006. He will also serve as Senior Vice President and Comptroller of Southern Company Services, Inc.

The appointment is effective as of March 11, 2006.

Under the plan, if a 'change in control' occurs, Mr. Hinson is entitled to a lump sum payment of up to two times his annual compensation, up to five years of group health and life insurance coverage, immediate vesting of all stock options, and payment of accrued bonuses and dividend equivalents.

A change in control includes an acquisition of at least 20% of Southern Company's stock, a change in the majority of the board due to a control event, a merger where former stockholders own less than 65% of voting power, or a sale of substantially all of the company's assets.

Following Mr. Hinson's appointment, W. Dean Hudson will continue to serve as Senior Vice President and Chief Financial Officer of Southern Company Services, Inc.