8-K/ALeadership Changes

SOUTHERN CO 8-K/A Report, Executive Changes (May 26, 2023)

Filed May 26, 2023For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

This 8-K filing is an amendment to a previous report detailing executive transitions at Southern Company (SO). The amendment provides crucial updates on the compensation packages for the newly appointed CEO, Christopher C. Womack, and the retiring CEO, Thomas A. Fanning. These compensation details were not finalized at the time of the initial filing and are now being disclosed to investors. For investors, the key takeaway is the confirmation of Mr. Womack's compensation, including his base salary, annual incentive target, and long-term equity incentive target. The filing also clarifies Mr. Fanning's compensation post-retirement, indicating a base salary reduction but continued eligibility for previously granted incentives, aligning with his 2022 compensation structure. This information is vital for understanding the financial implications of the executive leadership changes.

Key Highlights

  • 1Amendment provides finalized compensation details for CEO Christopher C. Womack and former CEO Thomas A. Fanning.
  • 2Christopher C. Womack's annual base salary set at $1,450,000.
  • 3Mr. Womack's annual incentive compensation target is 130% of base salary.
  • 4Mr. Womack's long-term equity incentive compensation target is 665% of base salary.
  • 5Mr. Fanning's base salary reduced by 20% following his retirement as CEO.
  • 6Mr. Fanning remains eligible for previously granted annual and long-term incentive compensation.
  • 7Incentive compensation targets for Mr. Womack are prorated for 2023.

Frequently Asked Questions

The main purpose of this 8-K amendment is to provide investors with the finalized compensation arrangements for the new CEO, Christopher C. Womack, and the retiring CEO, Thomas A. Fanning, which were not determined at the time of the original 8-K filing.

Mr. Womack's compensation includes a base salary of $1,450,000, an annual incentive compensation target of 130% of his base salary, and a long-term equity incentive compensation target of 665% of his base salary. These targets are prorated for 2023.

Following his retirement as CEO, Mr. Fanning's base salary has been reduced by 20%. He will continue to be eligible for the annual and long-term equity incentive compensation that was granted to him on February 13, 2023, consistent with his 2022 compensation.

The new compensation arrangements for both Mr. Womack and Mr. Fanning became effective on May 24, 2023.