8-K
Southern Co (SO)
View as plain text
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
| Date of Report (Date of earliest event reported) | September 15, 2020 | |||||
|---|---|---|---|---|---|---|
| Commission<br><br>File Number | Registrant,<br><br>State of Incorporation,<br><br>Address and Telephone Number | I.R.S. Employer<br><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><br>Symbol(s) | Name of each exchange<br><br>on which registered |
|---|---|---|---|
| The Southern Company | Common Stock, par value $5 per share | SO | New York Stock Exchange |
| The Southern Company | Series 2015A 6.25% Junior Subordinated Notes due 2075 | SOJA | New York Stock Exchange |
| The Southern Company | Series 2016A 5.25% Junior Subordinated Notes due 2076 | SOJB | New York Stock Exchange |
| The Southern Company | Series 2017B 5.25% Junior Subordinated Notes due 2077 | SOJC | New York Stock Exchange |
| The Southern Company | 2019 Series A Corporate Units | SOLN | 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 | SOJE | 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 September 15, 2020, the Board of Directors of The Southern Company (the “Company”) elected a new director, Colette D. Honorable, effective October 1, 2020. Ms. Honorable was named a member of the Business Security and Resiliency Committee and the Finance Committee, effective October 1, 2020.
Ms. Honorable has served as a partner with the law firm Reed Smith LLP since June 2017. From January 2015 until June 2017, Ms. Honorable served as a Commissioner with the Federal Energy Regulatory Commission and, from October 2007 to January 2015, Ms. Honorable served as a Commissioner with the Arkansas Public Service Commission. Ms. Honorable served as the Arkansas Public Service Commission’s Interim Chair in 2008 and as its Chair from January 2011 to January 2015.
No arrangement or understanding exists between Ms. Honorable and any other persons pursuant to which she was selected as a director. Ms. Honorable will participate in the Company’s standard non-employee director cash and equity compensation program as more fully described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 13, 2020.
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.
| Date: September 21, 2020 | THE SOUTHERN COMPANY | |
|---|---|---|
| By | /s/Melissa K. Caen | |
| Melissa K. Caen<br><br>Assistant Secretary |
1