8-KLeadership ChangesShareholder Matters

SOUTHERN CO 8-K Report, Executive Changes (May 24, 2018)

Filed May 24, 2018For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

Southern Company (SO) filed an 8-K on May 24, 2018, detailing events from their Annual Meeting of Stockholders held on May 23, 2018. A key announcement was the planned retirement of Executive Vice President and Chief Financial Officer, Art P. Beattie, effective June 1, 2018. To ensure a smooth transition, the company entered into a consulting agreement with Mr. Beattie, providing him $400,000 to assist through December 31, 2018. The filing also reported the outcomes of shareholder votes from the Annual Meeting. All incumbent directors were re-elected with significant majority support, indicating shareholder confidence in the board's leadership. Furthermore, shareholders approved the company's executive compensation on an advisory basis and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2018. However, a shareholder proposal to amend by-laws regarding proxy access did not pass.

Key Highlights

  • 1Art P. Beattie, Executive Vice President and CFO, to retire effective June 1, 2018.
  • 2Consulting agreement with retiring CFO Art P. Beattie for transition assistance, totaling $400,000.
  • 3All director nominees were overwhelmingly elected by shareholders.
  • 4Shareholders approved the company's named executive officers' compensation on an advisory basis.
  • 5Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2018 with strong shareholder support.
  • 6A shareholder proposal to amend proxy access by-laws was not approved.

Frequently Asked Questions

The primary financial impact highlighted is the $400,000 payment to Art P. Beattie for his consulting services to ensure an orderly transition of knowledge and expertise through December 31, 2018. This is spread over five equal monthly installments.

Shareholders overwhelmingly re-elected all nominees for the Board of Directors. The 'Votes For' consistently exceeded 'Votes Against' by a very wide margin for each nominee, with millions of abstentions and broker non-votes indicating general shareholder approval of the current board composition.

Shareholders approved the company's named executive officers' compensation on an advisory (non-binding) basis. The 'Votes For' significantly outnumbered the 'Votes Against', although there were a notable number of 'Votes Against' and abstentions, which is common for 'say-on-pay' votes.

Yes, the appointment of Deloitte & Touche LLP as Southern Company's independent registered public accounting firm for 2018 was ratified by shareholders with a very strong majority of 'Votes For'.