8-KLeadership Changes

SOUTHERN CO 8-K Report, Executive Changes (Jul 27, 2010)

Filed July 27, 2010For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

Southern Co. announced a significant leadership transition in an 8-K filing dated July 27, 2010. The long-serving Chairman, President, and CEO, David M. Ratcliffe, is set to retire on December 1, 2010. In anticipation of this change, the company has elected Thomas A. Fanning, currently Executive Vice President and Chief Operating Officer, to succeed Mr. Ratcliffe as Director, Chairman, President, and CEO, effective December 1, 2010. Mr. Fanning will also assume the role of President on August 1, 2010. This filing also details other executive appointments and compensation adjustments. W. Paul Bowers moves to Chief Operating Officer of Georgia Power while remaining Executive Vice President of Southern Company. Anthony J. Topazi is appointed Executive Vice President and Chief Operating Officer of Southern Company, and Art P. Beattie becomes Executive Vice President and Chief Financial Officer of Southern Company. These changes are accompanied by adjustments to base salaries, performance-based compensation targets, and in Mr. Bowers' case, a significant award of Restricted Stock Units (RSUs) vesting in 2013.

Key Highlights

  • 1David M. Ratcliffe, Chairman, President, and CEO, will retire effective December 1, 2010.
  • 2Thomas A. Fanning is elected to succeed Mr. Ratcliffe as Director, Chairman, President, and CEO, effective December 1, 2010, and as President effective August 1, 2010.
  • 3W. Paul Bowers is appointed Chief Operating Officer of Georgia Power and remains Executive Vice President of Southern Company.
  • 4Anthony J. Topazi is appointed Executive Vice President and Chief Operating Officer of Southern Company.
  • 5Art P. Beattie is appointed Executive Vice President and Chief Financial Officer of Southern Company.
  • 6Thomas A. Fanning's base salary will be $950,000 and his target annual performance compensation will be 105% of base salary, effective August 1, 2010.
  • 7W. Paul Bowers received Restricted Stock Units valued at $1,190,000, vesting on July 27, 2013, as part of his compensation adjustments.

Frequently Asked Questions

Thomas A. Fanning, who is currently the Executive Vice President and Chief Operating Officer of Southern Company, has been elected to succeed David M. Ratcliffe as Director, Chairman, President, and Chief Executive Officer, effective December 1, 2010.

The filing indicates several other executive moves: W. Paul Bowers will become Chief Operating Officer of Georgia Power while retaining his Executive Vice President role at Southern Company; Anthony J. Topazi is appointed Executive Vice President and Chief Operating Officer of Southern Company; and Art P. Beattie is named Executive Vice President and Chief Financial Officer of Southern Company. These changes are effective August 13, 2010, with Mr. Fanning taking over as President on August 1, 2010.

The Compensation Committee approved adjustments to base salaries and annual performance-based compensation targets for the executives assuming new roles. Notably, Thomas A. Fanning will have a base salary of $950,000 and a target compensation of 105% of his base salary. W. Paul Bowers received a significant award of Restricted Stock Units (RSUs) valued at $1,190,000, which are set to vest in July 2013.

Yes, Anthony J. Topazi received a discretionary bonus of $100,000, plus tax assistance, for his contributions to the regulatory proceedings that approved the Kemper County Integrated Coal Gasification Combined Cycle project. Additionally, W. Paul Bowers was awarded RSUs valued at $1,190,000.