Southern Co 8-K/A, filed May 26, 2023
Southern Co (SO)
8-K/A
2023-05-26
For: 2023-01-04
View Original
Added on
April 07, 2026
About this 8-K/A
Southern Co filed this 8-K/A on May 26, 2023, reporting on events of January 4, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
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) | ||||||||
| Commission File Number | Registrant, State of Incorporation, Address and Telephone Number | I.R.S. Employer Identification No. | ||||||||||||||||||
(A Delaware Corporation)
(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 Symbol(s) | Name of each exchange on which registered | ||||||||
| The Southern Company | |||||||||||
| The Southern Company | |||||||||||
| The Southern Company | |||||||||||
| The Southern Company | |||||||||||
| The Southern Company | |||||||||||
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 January 5, 2023, The Southern Company (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) reporting, among other items, the retirement of Thomas A. Fanning from his position as Chief Executive Officer of the Company, effective immediately following the conclusion of the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), and the appointment of Christopher C. Womack as Chief Executive Officer of the Company, effective immediately following the Annual Meeting. The Company is filing this Amendment No. 1 to the Original 8-K to provide information regarding material changes to Mr. Fanning’s and Mr. Womack’s compensation arrangements, which had not been determined at the time of the filing of the Original 8-K.
On May 24, 2023, the Compensation and Talent Development Committee of the Company’s Board of Directors approved compensation arrangements for Mr. Womack and Mr. Fanning in their new roles. Effective May 24, 2023, Mr. Womack’s base salary is $1,450,000 per year. His annual incentive compensation target is 130% of base salary and his long-term equity incentive compensation target is 665% of base salary. The incentive compensation targets are prorated for 2023 and an additional long-term equity incentive compensation grant was awarded consistent with the updated target.
Effective May 24, 2023, Mr. Fanning’s base salary was reduced by 20%. He remains eligible for annual incentive compensation and long-term equity incentive compensation granted in the ordinary course on February 13, 2023, consistent with the annual incentive compensation and long-term equity incentive compensation granted to Mr. Fanning in 2022 as described on pages 67 to 79 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2023.
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: May 26, 2023 | THE SOUTHERN COMPANY | |||||||
| By | /s/Melissa K. Caen | |||||||
| Melissa K. Caen Assistant Secretary | ||||||||
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