Summary
Southern Company (SO) filed an 8-K on February 12, 2013, detailing an amendment to its bylaws. The primary change involves the removal of the mandatory retirement age provision for non-employee directors. This amendment, approved by the Board of Directors on February 11, 2013, eliminates a clause that previously required directors to retire at a certain age, as well as an exception for membership on a now-dissolved Independent Litigation Committee. This change will be presented to stockholders for ratification at the Annual Meeting scheduled for May 22, 2013. While this amendment does not immediately impact financial performance, it may have implications for board composition and director tenure in the future. Investors should monitor the outcome of the stockholder ratification vote.
Key Highlights
- 1Southern Company's Board of Directors approved an amendment to the company's bylaws.
- 2The amendment, effective February 11, 2013, removes the mandatory retirement age for non-employee directors.
- 3A provision allowing an exception to the retirement age for the Independent Litigation Committee is also removed.
- 4The Independent Litigation Committee itself was dissolved in March 1992.
- 5The bylaw amendment requires ratification by the company's stockholders.
- 6The ratification vote is scheduled to take place at the Annual Meeting of Stockholders on May 22, 2013.
- 7The amended bylaws are attached as an exhibit to the 8-K filing.