Southern Company Files Definitive Proxy Statement

Ticker: SOJF · Form: DEF 14A · Filed: Apr 12, 2024 · CIK: 92122

Southern Co DEF 14A Filing Summary
FieldDetail
CompanySouthern Co (SOJF)
Form TypeDEF 14A
Filed DateApr 12, 2024
Risk Level
Pages15
Reading Time18 min
Key Dollar Amounts$3 billion, $3B
Sentimentneutral

Sentiment: neutral

Topics: Southern Company, DEF 14A, Proxy Statement, Executive Compensation, Shareholder Meeting

TL;DR

<b>Southern Company has filed its Definitive Proxy Statement for the period ending May 22, 2024, detailing executive compensation and corporate governance.</b>

AI Summary

SOUTHERN CO (SOJF) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. Southern Company filed a Definitive Proxy Statement (DEF 14A) on April 12, 2024. The filing covers the period ending May 22, 2024. The company's fiscal year ends on December 31. Key executive compensation data for members like Womack and Fanning for the fiscal year 2023 is included. The filing details stock awards, changes in pension values, and nonqualified deferred compensation for executives.

Why It Matters

For investors and stakeholders tracking SOUTHERN CO, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation packages, including stock awards and pension values, enabling informed voting decisions on related proposals. As a DEF 14A filing, it outlines the company's governance practices and the proposals to be voted on at the upcoming shareholder meeting, impacting corporate direction and accountability.

Risk Assessment

Risk Level: — SOUTHERN CO shows moderate risk based on this filing. The filing is a routine DEF 14A, which typically contains standard disclosures about executive compensation and corporate governance, but the specific details of compensation and any proposed changes could present medium-level risks depending on shareholder sentiment and market conditions.

Analyst Insight

Review the executive compensation details and voting proposals within the DEF 14A to make informed decisions regarding shareholder matters.

Executive Compensation

NameTitleTotal Compensation
WomackMember
FanningMember

Key Numbers

  • 2024-04-12 — Filing Date (Date the DEF 14A was filed)
  • 2024-05-22 — Reporting Period End (Conformed period of report)
  • 2023-12-31 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

  • SOUTHERN CO (company) — Filer name
  • SOUTHERN CO (company) — Company name
  • Womack (person) — Executive member
  • Fanning (person) — Executive member

FAQ

When did SOUTHERN CO file this DEF 14A?

SOUTHERN CO filed this Proxy Statement (DEF 14A) with the SEC on April 12, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by SOUTHERN CO (SOJF).

Where can I read the original DEF 14A filing from SOUTHERN CO?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by SOUTHERN CO.

What are the key takeaways from SOUTHERN CO's DEF 14A?

SOUTHERN CO filed this DEF 14A on April 12, 2024. Key takeaways: Southern Company filed a Definitive Proxy Statement (DEF 14A) on April 12, 2024.. The filing covers the period ending May 22, 2024.. The company's fiscal year ends on December 31..

Is SOUTHERN CO a risky investment based on this filing?

Based on this DEF 14A, SOUTHERN CO presents a moderate-risk profile. The filing is a routine DEF 14A, which typically contains standard disclosures about executive compensation and corporate governance, but the specific details of compensation and any proposed changes could present medium-level risks depending on shareholder sentiment and market conditions.

What should investors do after reading SOUTHERN CO's DEF 14A?

Review the executive compensation details and voting proposals within the DEF 14A to make informed decisions regarding shareholder matters. The overall sentiment from this filing is neutral.

Key Dates

  • 2024-04-12: Filing of DEF 14A — Indicates the company is providing its definitive proxy statement to shareholders.
  • 2024-05-22: Reporting Period End — Marks the end of the period covered by the proxy statement's disclosures.

Filing Stats: 4,480 words · 18 min read · ~15 pages · Grade level 14.5 · Accepted 2024-04-12 16:20:50

Key Financial Figures

  • $3 billion — a Power's Plant Barry and invested over $3 billion in transmission and distribution enhanc
  • $3B — ($) Increased 8 cents in 2023 Paid $3B to stockholders in 2023 For a reconci

Filing Documents

Election of 13 Directors

ITEM 1 Election of 13 Directors 15 Governance Highlights 15 Board of Director Nominees Qualifications, Attributes, Skills and Experience 16 Board Diversity, Board Refreshment and Board Succession Planning 17 Board Nomination Process 18 Biographical Information about our Nominees for Director 21 Committees of the Board 28 Board Composition and Structure 31 Board Independence 33 Board and Committee Responsibilities 35 Oversight of Strategy and Risk 35 Engaging with our Stakeholders 40 Director Compensation 42

Advisory Vote to Approve Executive Compensation (Say on Pay)

ITEM 2 Advisory Vote to Approve Executive Compensation (Say on Pay) 44 Compensation Discussion and Analysis 45 Letter from the Compensation and Talent Development Committee 46 2023 Named Executive Officer Transitions 48 CEO Pay for Performance Alignment 50 Stockholder Outreach and Say on Pay Response 52

Executive Compensation Program

Executive Compensation Program 54 Compensation Governance 70

Executive Compensation Tables

Executive Compensation Tables 75 Equity Compensation Plan Information 88 Pay Ratio Disclosure 88 Pay Versus Performance Disclosure 89 Audit Committee Matters 92 Audit Committee Report 92

Ratify the Independent Registered Public Accounting Firm for 2024

ITEM 3 Ratify the Independent Registered Public Accounting Firm for 2024 93 ITEM 4 Approve an Amendment to the Restated Certificate of Incorporation to Reduce the Supermajority Vote Requirement to a Majority Vote 94 ITEMS 5-6 Vote on Two Stockholder Proposals 96 Stock Ownership Information 103 FAQS about Voting and the Annual Meeting 104 Reconciliation of Non-GAAP Information 110 Cautionary Note Regarding Forward-Looking Statements 111 Appendix A - Definitions of Key Terms 113 Appendix B - Benefit Plan Summary 114 Southern Company is a holding company that conducts its business through its subsidiaries; accordingly, unless the context otherwise requires, references in this proxy statement to Southern Company's operations, such as generating activities, GHG emissions and employment practices, refer to those operations conducted through its subsidiaries. Links to websites included in this proxy statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (SEC). See Appendix A - Definitions of Key Terms on page 113 for many key terms and acronyms used in this proxy statement. Southern Company 2024 Proxy Statement 1 Table of Contents Notice of Annual Meeting of Stockholders of Southern Company Date and time Wednesday, May 22, 2024 10:00 a.m., ET Record date Stockholders of record at the close of business on March 25, 2024 are entitled to attend and vote at the annual meeting. On that date, there were 1,094,633,419 shares of common stock of Southern Company outstanding and entitled to vote. On April 12, 2024, these proxy materials and our annual report are being mailed or made available to stockholders. Access the Annual Meeting Stockholders may participate in the virtual annual meeting by

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