8-K

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

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

The Southern Company (the “Company”) held its Annual Meeting of Stockholders on May 21, 2025. Stockholders voted as follows on the eight matters presented for a vote:

| 1. | The nominees for election to the Board of Directors were elected based on the following votes: | | --- | --- || Nominees | Votes For | % Votes Cast For | Votes Against | Abstentions | Broker<br>Non-Votes | | --- | --- | --- | --- | --- | --- | | Janaki Akella | 749,639,237 | 99.21% | 5,944,364 | 1,941,368 | 182,350,030 | | Shantella E. Cooper | 749,473,661 | 99.20% | 6,080,664 | 1,970,644 | 182,350,030 | | Anthony F. Earley, Jr. | 749,344,952 | 99.17% | 6,296,000 | 1,884,017 | 182,350,030 | | James O. Etheredge | 752,375,794 | 99.57% | 3,249,469 | 1,899,706 | 182,350,030 | | David J. Grain | 725,462,221 | 96.01% | 30,158,017 | 1,904,731 | 182,350,030 | | Donald M. James | 726,086,238 | 96.10% | 29,500,982 | 1,937,749 | 182,350,030 | | John D. Johns | 744,990,356 | 98.60% | 10,614,859 | 1,919,754 | 182,350,030 | | Dale E. Klein | 717,412,635 | 94.94% | 38,206,883 | 1,905,451 | 182,350,030 | | David E. Meador | 749,848,563 | 99.23% | 5,816,010 | 1,860,396 | 182,350,030 | | William G. Smith, Jr. | 726,178,553 | 96.10% | 29,461,573 | 1,884,843 | 182,350,030 | | Kristine L. Svinicki | 749,980,619 | 99.24% | 5,726,445 | 1,817,905 | 182,350,030 | | Lizanne Thomas | 747,738,634 | 98.95% | 7,961,282 | 1,825,053 | 182,350,030 | | Christopher C. Womack | 720,514,328 | 95.36% | 35,067,353 | 1,943,288 | 182,350,030 | | 2. | The proposal to approve, on an advisory basis, the Company’s named executive officers’ compensation was approved based upon the following votes: | | --- | --- | | Votes For | % Votes Cast For | Votes Against | Abstentions | Broker<br>Non-Votes | | --- | --- | --- | --- | --- | | 703,548,379 | 93.44% | 49,427,301 | 4,549,289 | 182,350,030 | | 3. | The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 was approved based upon the following votes: | | --- | --- | | Votes For | % Votes Cast For | | Votes Against | Abstentions | Broker<br>Non-Votes | | --- | --- | --- | --- | --- | --- | | 912,246,021 | 97.28 | % | 25,535,434 | 2,093,544 | N/A | | 4. | The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to reduce the supermajority vote requirement to a majority vote, which pursuant to the Company’s Restated Certificate of Incorporation requires the affirmative vote of two-thirds of the issued and outstanding shares, was approved based upon the following votes: | | --- | --- | | Votes For | % Votes Cast For | | % Outstanding For | | Votes Against | Abstentions | Broker<br>Non-Votes | | --- | --- | --- | --- | --- | --- | --- | --- | | 745,722,382 | 98.85 | % | 67.78 | % | 8,672,817 | 3,129,770 | 182,350,030 | | 5. | The stockholder proposal regarding simple majority vote was not approved based upon the following votes: | | --- | --- | | Votes For | % Votes Cast For | | Votes Against | Abstentions | Broker<br>Non-Votes | | --- | --- | --- | --- | --- | --- | | 334,378,712 | 44.60 | % | 415,369,537 | 7,776,720 | 182,350,030 | | 6. | The stockholder proposal regarding disclosing assumptions underlying continued reliance on fossil fuel-based energy was not approved based upon the following votes: | | --- | --- | | Votes For | % Votes Cast For | | Votes Against | Abstentions | Broker<br>Non-Votes | | --- | --- | --- | --- | --- | --- | | 55,001,768 | 7.34 | % | 694,844,390 | 7,678,811 | 182,350,030 | | 7. | The stockholder proposal regarding conducting a net zero audit was not approved based upon the following votes: | | --- | --- | | Votes For | % Votes Cast For | | Votes Against | Abstentions | Broker<br>Non-Votes | | --- | --- | --- | --- | --- | --- | | 12,859,513 | 1.71 | % | 737,334,277 | 7,331,179 | 182,350,030 | | 8. | The stockholder proposal regarding a report on respecting workforce civil liberties was not approved based upon the following votes: | | --- | --- | | Votes For | % Votes Cast For | | Votes Against | Abstentions | Broker<br>Non-Votes | | --- | --- | --- | --- | --- | --- | | 11,233,860 | 1.50 | % | 738,347,843 | 7,943,266 | 182,350,030 | | [Item 9.01. | Financial Statements and Exhibits. | | --- | --- | | Item 9.01. | Financial Statements and Exhibits. | | --- | --- | | (d) Exhibits. | | | 3.1 | Certificate of Amendment to the Certificate of Incorporation of the Company, effective May 27, 2025. | | 104 | Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document. |

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.

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Document

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF

RESTATED CERTIFICATE OF INCORPORATION

OF

THE SOUTHERN COMPANY

THE SOUTHERN COMPANY, a company organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), DOES HEREBY CERTIFY as follows:

FIRST: The Restated Certificate of Incorporation of the Company is hereby amended to delete Article Eleventh in its entirety and replace it with the following:

“ELEVENTH: The corporation reserves the right to increase or decrease its authorized capital stock, or any class or series thereof, or to reclassify the same, and to amend, alter, change or repeal any provision contained in the Certificate of Incorporation or in any amendment thereto, in the manner now or hereafter prescribed by law, and all rights conferred upon stockholders in said Certificate of Incorporation or any amendment thereto are granted subject to this reservation; provided, however, that the corporation shall not, unless authorized by the affirmative vote in favor thereof of the holders of at least a majority of the issued and outstanding common stock of the corporation given at any annual meeting of stockholders or at any special meeting called for that purpose, authorize or create any class of stock preferred as to dividends or assets over the common stock or reclassify the common stock or change the issued shares of common stock into the same or a greater or less number of shares of common stock either with or without par value or reduce the par value of the common stock.”

SECOND: That such amendment was duly adopted in accordance with the applicable provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, The Southern Company has caused this Certificate of Amendment of Restated Certificate of Incorporation to be executed by its duly authorized officer on this 21st day of May, 2025.

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