What happens to executive compensation if there is a 'change in control' at Southern Company?

Under the new 2011 Omnibus Incentive Compensation Plan, if a 'change in control' occurs, all outstanding stock options, stock appreciation rights, restricted stock awards, and restricted stock units will vest immediately. This means that these awards would become exercisable or non-forfeitable without delay.

What were the key outcomes of the Annual Meeting of Stockholders?

The Annual Meeting saw the overwhelming re-election of all director nominees, the ratification of Deloitte & Touche LLP as the independent auditor, approval of the 2011 Omnibus Incentive Compensation Plan, and advisory approval of executive compensation. Importantly, the company will now hold annual advisory votes on executive compensation based on strong stockholder preference.

How many shares are available for grants under the new incentive plan?

A total of 44,000,000 shares of common stock are authorized for grants under the new 2011 Omnibus Incentive Compensation Plan. Additionally, any remaining shares available under the 2006 Plan (approximately 2,953,297 as of March 28, 2011) will be transferred and become available under the new plan.

SO 8-K: Leadership Changes & Shareholder Matters

Q: What is the purpose of the Southern Company 2011 Omnibus Incentive Compensation Plan?

The 2011 Omnibus Incentive Compensation Plan is designed to provide incentives to officers and employees through various awards, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance units, performance shares, and cash-based awards. It aims to align the interests of employees with those of shareholders and replace the previous 2006 plan.

Summary

Southern Company filed an 8-K on May 26, 2011, reporting on key events from their Annual Meeting of Stockholders held on May 25, 2011. The most significant event for investors is the stockholder approval of the Southern Company 2011 Omnibus Incentive Compensation Plan. This new plan, which replaces the 2006 plan, allows for various forms of awards including stock options, restricted stock, and performance-based compensation. A key feature is that in the event of a change in control, all outstanding stock options, restricted stock awards, and restricted stock units will vest immediately, offering protection to executive compensation in such scenarios. Additionally, the filing details the outcomes of several stockholder votes. All incumbent directors were overwhelmingly re-elected, indicating strong shareholder confidence in the current board leadership. The appointment of Deloitte & Touche LLP as the independent auditor for 2011 was also ratified. Investors should note the advisory vote on executive compensation was approved, and the company has committed to holding such advisory votes on executive compensation annually going forward, following strong stockholder support for this frequency.

Key Highlights

1Stockholders approved the Southern Company 2011 Omnibus Incentive Compensation Plan, which governs executive and employee awards.
2The new incentive plan allows for a variety of award types, including stock options, restricted stock awards, and performance units.
3A 'change in control' provision within the new plan triggers immediate vesting of stock options, restricted stock awards, and restricted stock units.
4All nominated directors were re-elected to the Board of Directors with substantial support.
5The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2011 was ratified.
6Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.
7Southern Company has committed to holding annual advisory votes on executive compensation following stockholder preference.

SOUTHERN CO 8-K Report, Executive Changes (May 27, 2011)

Summary

Key Highlights

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