8-KLeadership ChangesShareholder MattersExhibits & Filings

SOUTHERN CO 8-K Report, Executive Changes (May 27, 2021)

Filed May 27, 2021For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

Southern Company (SO) filed an 8-K on May 27, 2021, detailing the outcomes of its Annual Stockholder Meeting held on May 26, 2021. The primary focus of this filing is the approval of the 2021 Equity and Incentive Compensation Plan, which will replace the previous 2011 plan and offers various award types including cash, stock options, restricted stock, and performance-based awards. A significant amount of 31.5 million shares of common stock are available for grants under this new plan. Additionally, the meeting saw the overwhelming approval of director nominees and the company's executive compensation (say-on-pay). The ratification of Deloitte & Touche LLP as the independent auditor was also approved. However, a proposed amendment to the company's Restated Certificate of Incorporation to reduce the supermajority vote requirement to a majority vote for certain actions did not receive the necessary approval.

Key Highlights

  • 1Southern Company's stockholders approved the 2021 Equity and Incentive Compensation Plan, effective May 26, 2021, which replaces the 2011 plan.
  • 2The new equity plan makes available a total of 31,528,294 shares of common stock for grants.
  • 3The company's director nominees were overwhelmingly elected to the Board of Directors.
  • 4Stockholders approved the company's executive compensation on an advisory basis (say-on-pay).
  • 5Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2021.
  • 6A proposal to amend the Restated Certificate of Incorporation to lower the supermajority vote requirement to a majority vote was not approved by stockholders.

Frequently Asked Questions

The 2021 Equity and Incentive Compensation Plan is a new stock-based compensation program approved by Southern Company's stockholders. It allows for various forms of awards such as cash, stock options, restricted stock, and performance-based grants to officers and employees, replacing the previous 2011 plan. A total of approximately 31.5 million shares are available for awards under this plan.

The meeting resulted in the approval of the 2021 Equity and Incentive Compensation Plan, the election of all director nominees, the company's executive compensation plan (say-on-pay), and the ratification of Deloitte & Touche LLP as the independent auditor. However, a proposal to lower voting requirements for charter amendments was not approved.

A total of 31,528,294 shares of common stock are available for grants under the 2021 Equity and Incentive Compensation Plan. This includes shares carried over from the previous plan and 27,500,000 newly authorized shares.

The failure of this proposal means that the requirement for a supermajority vote (two-thirds of outstanding shares) for certain amendments to the company's charter remains in place. This requires a higher level of consensus among stockholders for significant corporate changes.