Current Report Filing (8-k)
30 May 2020 - 4:15AM
Edgar (US Regulatory)
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2020-05-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
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May 27, 2020
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Commission
File Number
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Registrant,
State of Incorporation,
Address and Telephone Number
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I.R.S. Employer
Identification No.
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1-3526
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The Southern Company
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58-0690070
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(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000
The name and address of the registrant have not changed since the last report.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Registrant
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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The Southern Company
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Common Stock, par value $5 per share
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SO
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New York Stock Exchange
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The Southern Company
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Series 2015A 6.25% Junior Subordinated Notes due 2075
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SOJA
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New York Stock Exchange
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The Southern Company
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Series 2016A 5.25% Junior Subordinated Notes due 2076
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SOJB
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New York Stock Exchange
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The Southern Company
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Series 2017B 5.25% Junior Subordinated Notes due 2077
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SOJC
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New York Stock Exchange
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The Southern Company
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2019 Series A Corporate Units
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SOLN
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New York Stock Exchange
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The Southern Company
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Series 2020A 4.95% Junior Subordinated Notes due 2080
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SOJD
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Southern Company (the “Company”) held its Annual Meeting of Stockholders on May 27, 2020. Stockholders voted as follows on the matters presented for a vote:
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1.
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The nominees for election to the Board of Directors were elected based on the following votes:
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Nominees
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Janaki Akella
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663,270,790
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4,526,620
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2,383,786
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210,265,284
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Juanita Powell Baranco
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648,842,033
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19,095,036
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2,244,127
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210,265,284
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Jon A. Boscia
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639,615,064
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26,379,759
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4,186,373
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210,265,284
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Henry A. Clark III
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656,694,813
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11,149,489
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2,336,894
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210,265,284
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Anthony F. Earley, Jr.
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663,307,173
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4,586,654
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2,287,369
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210,265,284
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Thomas A. Fanning
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636,003,693
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27,899,115
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6,278,388
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210,265,284
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David J. Grain
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663,750,606
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4,100,622
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2,329,968
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210,265,284
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Donald M. James
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649,799,704
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18,053,727
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2,327,765
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210,265,284
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John D. Johns
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653,624,844
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14,234,927
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2,321,425
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210,265,284
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Dale E. Klein
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661,974,964
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5,868,658
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2,337,574
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210,265,284
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Ernest J. Moniz
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656,819,339
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10,924,505
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2,437,352
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210,265,284
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William G. Smith, Jr.
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648,822,165
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19,027,557
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2,331,474
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210,265,284
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Steven R. Specker
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656,346,968
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11,493,120
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2,341,108
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210,265,284
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E. Jenner Wood III
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663,607,943
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4,148,400
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2,424,853
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210,265,284
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2.
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The proposal to approve, on an advisory basis, the Company’s named executive officers’ compensation was approved based upon the following votes:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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631,373,311
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32,936,250
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5,871,635
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210,265,284
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3.
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The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020 was approved based upon the following votes:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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866,168,664
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11,410,443
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2,867,373
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N/A
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4.
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The stockholder proposal regarding an independent Board Chair was not approved based upon the following votes:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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147,996,616
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514,757,154
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7,427,426
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210,265,284
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5.
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The stockholder proposal regarding a report on lobbying was not approved based upon the following votes:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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186,622,349
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475,447,718
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8,111,129
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210,265,284
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 29, 2020
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THE SOUTHERN COMPANY
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By
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/s/Melissa K. Caen
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Melissa K. Caen
Assistant Secretary
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