Southern Co

1. 1

   Election of 12 Directors

   ManagementBoard: FOR

   Election of 12 nominees named in the proxy statement to serve until the 2027 annual meeting.

2. 2

   Advisory Vote to Approve Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, the compensation paid to the named executive officers as described in the CD&A and compensation tables. Management seeks approval to validate its executive pay practices, demonstrate alignment between pay and performance, and signal investor support for its compensation decisions. The Board and Compensation Committee recommend a vote FOR, citing robust pay-for-performance alignment, significant portions of CEO pay at risk, independent consultant engagement, and responsiveness to stockholder feedback. The context includes extensive disclosure of pay metrics, multi-year incentive structures (PSUs, PRSUs), GHG-linked components for certain executives, and recent high stockholder support (93% in 2025). The recommendation rationale emphasizes alignment with company performance, retention, and governance controls such as clawbacks, no gross-ups, and independent oversight. The vote is advisory but the Committee will consider results when making future compensation decisions.

3. 3

   Ratify the Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify appointment of Deloitte & Touche as the independent registered public accounting firm for 2026.

4. 4

   Approve an Amendment to the Restated Certificate of Incorporation to Authorize Additional Common Stock

   ManagementBoard: FOR

   Amend Article Fourth to increase authorized common shares from 1,500,000,000 to 2,500,000,000.

   More detail

   The management proposal seeks shareholder approval to amend the Restated Certificate of Incorporation to increase authorized common stock from 1.5 billion to 2.5 billion shares. Management argues this will provide flexibility for future financing, acquisitions, equity compensation, and other corporate actions without requiring repeated shareholder action. The filing notes currently issued and reserved shares and stresses that while authorization alone doesn't change rights, future issuances could dilute existing shareholders and voting power and might impact EPS and book value. The board recommends FOR, citing readiness to support capital needs and noting no current specific plans to issue the new shares; it frames the change as aligning share authorization with the company's large capital program and peer practices.

5. 5

   Approve Amendments to the Restated Certificate of Incorporation to Authorize the Issuance of Preferred Stock

   ManagementBoard: FOR

   Authorize issuance of up to 50,000,000 shares of preferred stock and allow board to set terms of series.

   More detail

   Management proposes to authorize 50 million shares of preferred stock to give the board flexibility for financing, acquisitions, or other corporate needs; the board emphasizes this is standard practice among peers and is not intended as an anti-takeover device. The amendment would let the board designate series and terms without further shareholder approval, subject to law and NYSE rules. The board warns issuance could dilute existing shareholders and affect dividend and liquidation preferences, but contends benefits for capital access and customizing financing outweigh risks. No specific issuance plans exist currently.

6. 6

   Approve an Amendment to the Restated Certificate of Incorporation to Provide for Officer Exculpation

   ManagementBoard: FOR

   Amend Article Ninth Section (11) to eliminate monetary liability of certain officers for breaches of duty of care to the fullest extent permitted by Delaware law, with enumerated exceptions.

   More detail

   Management seeks to extend limited DGCL-authorized exculpation protections to certain officers, aligning officer protections with those already afforded to directors. The amendment would bar monetary damages for breaches of the duty of care for specified officers except for breaches involving duty of loyalty, bad faith/intentional misconduct, knowing law violations, transactions with improper personal benefit, claims by the company itself, or derivative claims. The board argues this reduces frivolous litigation risk and aids recruitment/retention, while maintaining substantial accountability; the amendment applies only to officers meeting specific identification criteria. The board recommends FOR.

7. 7

   Approve Miscellaneous Amendments to Modernize, Clarify and Conform the Restated Certificate of Incorporation

   ManagementBoard: FOR

   Various administrative and conforming amendments including reducing par value to $0.01, removing legacy provisions, and updating articles to conform to DGCL.

   More detail

   Management proposes a bundle of technical amendments to modernize and conform the Restated Certificate of Incorporation to current Delaware law and governance norms, including reducing par value of common stock, removing obsolete provisions, clarifying corporate powers and director election procedures, and renumbering articles. The board frames these as housekeeping changes that will not affect shareholder rights substantively but will improve clarity and alignment with peers. The board recommends FOR.

8. 8

   Independent Board Chairman (Stockholder Proposal

   Shareholder — John CheveddenBoard: AGAINST

   Stockholders request the board adopt a policy requiring separate independent Chairman and CEO positions and amend governing documents accordingly.

   More detail

   The shareholder proponent asks the Board to adopt a policy requiring separate independent Chairman and CEO roles, arguing this strengthens oversight amidst recent credit and governance concerns and risks from large capital commitments for data center-related growth. Management counters that a permanent split would unduly restrict the Board's discretion, points to an empowered Lead Independent Director and robust governance practices as sufficient independent oversight, cites prior shareholder rejections of similar proposals, and notes that the Board regularly reviews leadership structure and recently chose to combine the roles while maintaining a strong independent director framework. The issue centers on whether a prescriptive governance change would materially improve oversight versus reducing Board flexibility amid Southern’s capital-intensive strategy.

9. 9

   Report on Data Center Costs (Stockholder Proposal

   Shareholder — As You Sow Foundation FundBoard: AGAINST

   Stockholders request a report disclosing safeguards to avoid shifting data center infrastructure costs to residential customers and small businesses.

   More detail

   Proponent requests disclosure on safeguards to prevent shifting costs of data center-driven infrastructure to residential/small-business customers, citing volatility in data center buildouts and risks of overbuilding. Management responds that regulatory approvals, integrated resource planning, and contractual protections (long-term terms, minimum bills, termination payments, collateral) address these risks and that additional reporting would be duplicative. The core controversy concerns sufficiency and transparency of safeguards and whether management’s approach adequately protects retail customers from cost shifts.

10. 10

    Report on Climate Due Diligence (Stockholder Proposal

    Shareholder — New Breeze (Steven MilloyBoard: AGAINST

    Request annual due diligence audit and report assessing validity and credibility of the company’s net zero by 2050 assumptions, beginning in 2027.

    More detail

    Proponent asks for annual due diligence audit assessing credibility of net zero by 2050 assumptions, citing various sources that question feasibility and policy shifts. Management opposes, citing existing robust disclosures, regulatory oversight, and integrated resource planning; contends the request would be duplicative and not add value. The debate centers on whether additional independent scrutiny is needed versus current disclosures and governance processes being sufficient.

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When is the Southern Co 2026 annual meeting?

Southern Co (SO) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Southern Co 2026 meeting?

The record date for the Southern Co 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Southern Co's 2026 meeting?

The board is presenting 12 director nominees at the Southern Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Southern Co 2026 meeting?

Shareholders will vote on 10 proposals at the Southern Co 2026 meeting, each tagged with who proposed it and the board's recommendation.