8-K/A
SOUTHERN CO (SO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | February 13, 2023 | |||||
|---|---|---|---|---|---|---|
| Commission<br>File Number | Registrant,<br>State of Incorporation,<br>Address and Telephone Number | I.R.S. Employer<br>Identification No. | ||||
| --- | --- | --- | 1-3526 | The Southern Company | 58-0690070 | |
| --- | --- | --- |
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|---|
| The Southern Company | Common Stock, par value $5 per share | SO | New York Stock Exchange |
| The Southern Company | Series 2017B 5.25% Junior Subordinated Notes due 2077 | SOJC | New York Stock Exchange |
| The Southern Company | Series 2020A 4.95% Junior Subordinated Notes due 2080 | SOJD | New York Stock Exchange |
| The Southern Company | Series 2020C 4.20% Junior Subordinated Notes due 2060 | SOJE | New York Stock Exchange |
| The Southern Company | Series 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081 | SO 81 | New York Stock Exchange |
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On February 14, 2023, The Southern Company (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) reporting the election of Mr. David E. Meador and Ms. Lizanne Thomas to its Board of Directors (the “Board”). At the time of filing the Original 8-K, Board committee assignments for Mr. Meador and Ms. Thomas had not been determined.
The Company is filing this Amendment No. 1 to the Original 8-K to report that, on July 17, 2023, the Board appointed Mr. Meador to the Audit Committee and the Operations, Environmental and Safety Committee and appointed Ms. Thomas to the Audit Committee and the Finance Committee, effective immediately. In addition, the Company anticipates that Ms. Thomas will be appointed to the Nominating, Governance and Corporate Responsibility Committee.
SIGNATURES
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.
| Date: July 18, 2023 | THE SOUTHERN COMPANY | |
|---|---|---|
| By | /s/Melissa K. Caen | |
| Melissa K. Caen<br>Assistant Secretary |
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