What is the main purpose of the Amended and Restated By-Laws filed by Southern Company?

The primary purpose of the Amended and Restated By-Laws is to implement new advance notice provisions for stockholders wishing to nominate directors or propose business at annual meetings. They also clarify and update procedures for requesting special meetings, acting by written consent, and align various corporate governance provisions with current Delaware law and company practices.

How do the new advance notice provisions affect stockholders wanting to nominate a director or propose business?

Stockholders must now provide written notice in advance of an annual meeting. This notice generally needs to be submitted between 60 and 90 calendar days prior to the first anniversary of the date the preceding year's annual meeting was held. The notice must include specific information about the stockholder, the nominee(s) or proposed business, and other details as outlined in the By-Laws.

What is the change regarding the requirement to call a special meeting?

Previously, a majority of the Board of Directors could call a special meeting. Under the Amended and Restated By-Laws, a majority of the 'Whole Board' is now required. The 'Whole Board' is defined as the total number of directors the Company would have if there were no vacancies. The ten percentum ownership threshold to request a special meeting remains unchanged.

When are these changes effective, and what is the deadline for the 2020 Annual Meeting?

The Amended and Restated By-Laws are effective immediately as of December 9, 2019. For the 2020 Annual Meeting of Stockholders, the advance notice deadline for director nominations or other business proposals is no earlier than February 22, 2020, and no later than March 23, 2020.

SOUTHERN CO 8-K: Corporate Changes

Summary

Southern Company (SO) filed an 8-K on December 10, 2019, to announce significant amendments to its Amended and Restated By-Laws, effective immediately. The primary focus of these changes is to implement new advance notice provisions for the nomination of directors and the proposal of business at annual stockholder meetings. These provisions require stockholders to provide advance written notice within specific timeframes (generally 60-90 days prior to the anniversary of the prior year's meeting) and include detailed information about the stockholder, nominees, and proposed business. In addition to advance notice, the updated By-Laws also establish clearer procedures for stockholders wishing to request special meetings and act by written consent. Notably, the requirement to call a special meeting has been adjusted to necessitate the approval of a majority of the 'Whole Board' (defined as the total number of directors if no vacancies exist), rather than a simple majority of the Board. These changes aim to provide more structure and clarity to corporate governance processes, particularly concerning stockholder engagement and the nomination of directors. The filing also updates various other provisions to align with Delaware law and current company practices.

Key Highlights

1Southern Company's Board of Directors adopted Amended and Restated By-Laws, effective December 9, 2019.
2New advance notice provisions require stockholders to submit director nominations or proposed business for annual meetings within a specified window (60-90 days prior to the anniversary of the previous year's meeting).
3Procedures for requesting special meetings have been revised, requiring a majority of the 'Whole Board' (total directors) to call such meetings, a change from the previous majority of the Board.
4Updated procedures are in place for stockholders wishing to act by written consent.
5Proxy access provisions have been updated to align with advance notice requirements and address potential conflicts of interest for nominees.
6By-Laws now provide the Board with more flexibility in setting meeting times and places, including remote participation.
7Updates also include revisions to indemnification provisions and Board/Board meeting procedures to reflect Delaware law and company practices.

SOUTHERN CO 8-K Report, Bylaw Amendment (Dec 10, 2019)

Summary

Key Highlights

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