8-KRegulation FDExhibits & Filings

SOUTHERN CO 8-K Report, Regulation FD Disclosure (Mar 18, 2022)

Filed March 18, 2022For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

Southern Company (SO) has filed an 8-K report detailing a preliminary approval of a settlement in consolidated federal and state derivative actions. The core of the settlement involves a payment of $4.51 million for attorneys' fees and expenses, which will be fully covered by the company's insurers. Importantly, this settlement also includes the adoption of various corporate governance reforms by Southern Company. The terms are subject to final court approval, with a settlement hearing scheduled for June 1, 2022. Investors should note that this settlement pertains to derivative actions, meaning it stems from claims brought on behalf of the company's shareholders, not directly by the company itself. The financial impact on Southern Company is minimal as the settlement costs are insured. However, the governance reforms could have long-term implications for the company's operational and oversight practices.

Key Highlights

  • 1Southern Company (SO) received preliminary court approval for a settlement in consolidated shareholder derivative lawsuits.
  • 2The settlement includes a $4.51 million payment for attorneys' fees and expenses.
  • 3The entire cost of the settlement payment will be borne by Southern Company's insurers, resulting in no direct financial cost to the company.
  • 4A key component of the settlement is the adoption of corporate governance reforms by Southern Company.
  • 5The settlement terms and reforms require final approval from the U.S. District Court for the Northern District of Georgia.
  • 6A settlement hearing is scheduled for June 1, 2022, to determine final court approval.
  • 7This filing is made under Regulation FD Disclosure and does not constitute a filing for Section 18 of the Exchange Act.

Frequently Asked Questions

The legal actions are consolidated federal and state derivative lawsuits brought by shareholders on behalf of The Southern Company. These actions typically allege mismanagement or breaches of duty by the company's directors and officers.

The financial impact on Southern Company is expected to be negligible, as the aggregate payment of $4.51 million for attorneys' fees and expenses will be entirely paid by the company's insurers. The company itself is not incurring direct financial costs from this settlement payment.

A significant part of the settlement involves the adoption of various corporate governance reforms by Southern Company. These reforms are intended to enhance the company's internal controls, oversight, and shareholder protection mechanisms.

The settlement is subject to final court approval. A settlement hearing is scheduled for June 1, 2022, at 9:30 a.m. Upon court approval, the settlement will be considered final.