Southern Co PRE 14A, filed Mar 31, 2025

Southern Co (SO)

PRE 14A 2025-03-31 For: 2025-05-21

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☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☑			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



1.6 million electric utility customers	2.8 million electric utility customers	193,000 electric utility customers



12,600 MW of wholesale solar, wind, natural gas and clean alternative technology provider in 15 states	4.4 million natural gas distribution customers across four state-regulated, wholesale and retail energy businesses and gas storage facilities in the U.S.
	4Atlanta Gas Light (GA) 4Chattanooga Gas (TN)	4Nicor Gas (IL) 4Virginia Natural Gas (VA)



Wireless communications service	A national leader in distributed infrastructure technologies doing business nationwide	An innovative leader among the nation’s nuclear energy industry



Our Values At Southern Company, Our Values establish the foundational behaviors that guide how we work and outline how we make decisions and take actions. Our Values reflect how we lead, engage, collaborate and perform as One Team. Living Our Values is how we make each other better and deliver clean, safe reliable and affordable energy solutions for our customers and communities. This is what we mean when we say we are bigger than our bottom line. At Southern Company, Our Values will guide us to make every decision, every day, in the right way.

			Safety First We actively care about the safety and well-being of our employees, customers and communities. Safely approaching every job, every day, always comes first.

			Intentional Inclusion We are One Team, working to foster a culture of belonging and ensuring our diverse team feels valued. Investing in an equitable culture benefits our employees, customers, communities and stockholders.

			Act with Integrity We act with honesty, respect and fairness, demonstrating trustworthiness in all we do. We are true to our word and follow through on our commitments.

			Superior Performance We keep customers at the center of everything that we do, with a focus on continuous improvement. We will continue our strong focus on innovative solutions, improving how we run our business and our commitment to environmental stewardship.


Notice of Annual Meeting of Stockholders of Southern Company		2
	Letter from our Chairman and Chief Executive Officer	3
	Letter from our Independent Directors	4
Company Performance		5
Proxy Voting Roadmap		10
Governance		12

ITEM 1 Election of 13 Directors		12


Governance Highlights		12
Board of Director Nominees Qualifications, Attributes, Skills and Experience		13
Board R efreshment, Board Succession Planning and Board Composition		14
Board Nomination Process		15
Biographical Information about our Nominees for Director		18
Committees of the Board		25
Board Composition and Structure		28
Board Independence		30
Board and Committee Responsibilities		31
Oversight of Strategy and Risk		31
Engaging with our Stakeholders		36
Director Compensation		38


ITEM 2 Advisory Vote to Approve Executive Compensation (Say on Pay)		40


Compensation Discussion and Analysis		41
	Letter from the Compensation and Talent Development Committee	42


CEO Pay for Performance Alignment			43
Stockholder Outreach and Say on Pay Response			45
Executive Compensation Program			46
Compensation Governance			59
Executive Compensation Tables			64
Equity Compensation Plan Information			75
Pay Ratio Disclosure			76
Pay Versus Performance Disclosure			76
Audit Committee Matters			80
Audit Committee R eport			80


ITEM 3 Ratify the Independent Registered Public Accounting Firm for 2025			81



ITEM 4 Approve an Amendment to the Restated Certificate of Incorporation to Reduce the Supermajority Vote Requirement to a Majority Vote			82



ITEMS 5-8 Vote on Four Stockholder Proposals			84


Stock Ownership Information			91
FAQ s about Voting and the Annual Meeting			93
Reconcil iation of Non-GAAP Information			98
Cautionary Note Regarding F orward-Looking Statements			99
Appendix A - D efinitions of Key Terms			101
Appendix B - Benefit Plan Summary			102



			Date and time Wednesday, May 21, 2025 10:00 a.m., ET						Record date Stockholders of record at the close of business on March 31, 2025 are entitled to attend and vote at the annual meeting. On that date, there were shares of common stock of Southern Company outstanding and entitled to vote. On April 11, 2025, 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 logging in at www.virtualshareholdermeeting.com/SO2025.


1			Elect 13 Directors named in this proxy statement
2			Conduct an advisory vote to approve executive compensation, often referred to as a Say on Pay
3			Ratify the appointment of Deloitte & Touche as our independent registered public accounting firm for 2025
4			Approve an amendment to the Restated Certificate of Incorporation to reduce the supermajority vote requirement to a majority vote
5-8			Vote on four stockholder proposals, if each is properly presented at the meeting



			Vote by mail If you received a paper copy of the proxy form by mail, you can mark, sign, date and return the proxy form in the enclosed, postage-paid envelope.						Vote by internet or telephone Voting by internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. Internet www.proxyvote.com (24/7) Telephone 1-800-690-6903 (24/7)


			Christopher C. Womack Chairman, President and Chief Executive Officer April 11, 2025


Increased 8 cents in 2024

Paid $3.13B to stockholders in 2024




Our TSR outperformed the Philadelphia Utility Index (UTY) for all periods presented. During 2024, we continued to deliver positive stockholder returns, and we have reliably demonstrated strong TSR performance over the long term.


TOTAL SHAREHOLDER RETURN (ANNUALIZED)

	1-Year		3-Year		5-Year		25-Year
Southern Company	21.7	%	10.4	%	9.5	%	12.3	%
Philadelphia Utility Index	20.9	%	3.4	%	6.1	%	9.1	%
S&P 500 Index	25.0	%	8.9	%	14.5	%	7.7	%
Dow Jones Industrial Average	15.0	%	7.6	%	10.5	%	7.8	%
Source: Bloomberg using quarterly compounding as of December 31, 2024.




			4In 2024, our companies and foundations invested over $85 million in grants, sponsorships and impact investments across our territories. 4Our operating companies also play leadership roles in economic development efforts across the states and regions where we operate. In 2024, our economic development groups supported initiatives that resulted in the announcement of more than 20,000 jobs and $14 billion of investment in our electric service territories.




			4The National Carbon Capture Center (NCCC), funded by the Department of Energy (DOE) and other sponsors and managed by Southern Company, continues to advance CO2 capture, conversion, and removal technologies. In 2024, the NCCC announced it surpassed 150,000 hours of technology testing, aiding the development of cost-effective and commercially viable carbon management technologies to reduce GHG emissions. Additionally, nine technology projects with a direct testing connection to the NCCC received DOE funding awards, demonstrating the facility’s role in progressing technologies from laboratory development to commercial deployment. The center also completed its first tests of direct air capture and cryogenic carbon capture technologies. 4In 2024, Georgia Power and Urbint were awarded EEI's Thomas F. Farrell, II Safety Leadership and Innovation Award for their partnership to create a revolutionary artificial intelligence-powered hazard recognition and reporting tool to enhance workforce safety. 4We continue to leverage innovative collaborations, including our partnership with Energy Impact Partners, the world’s largest utility-backed, clean tech investor coalition with over $4 billion in assets under management. In 2024, we piloted multiple innovative solutions across the Southern Company system to enhance customer value, modernize our business, and sustainably serve our growing communities.


¢			Reported EPS			¢			Adjusted EPS




			4We are committed to building a robust, skilled workforce across our footprint that not only meets our internal needs, but also those of our communities. We actively collaborate with educational institutions, labor partners and government, business and industry leaders to advocate for policies that remove barriers to employment, develop training programs that upskill our community members for in-demand careers, and align workforce initiatives across our footprint. In doing so, we seek to uplift our communities and create pathways of socio-economic mobility for our residents. For example, as representatives on the Alabama Workforce Board established in 2024 and its Executive Committee, our leaders are working to advise Alabama’s first Secretary of Workforce on developing a unified Department of Workforce that prioritizes career outcomes for Alabamians. 4We expanded our reimagined, modern "corporate university" with the implementation of our Leadership Academy Impact Program. Designed for mid-level high potential leaders, the program is a testament to our commitment to foster the growth and development of our future executive leaders. The Impact Program focuses on comprehensive development opportunities such as translating business strategy into action, growing competence and character, holding others accountable and balancing the focus on self, team and Company.




			The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated 13 of the Directors currently serving for re-election to the Southern Company Board of Directors. Each nominee holds or has held senior executive positions, maintains the highest degree of integrity and ethical standards and complements the needs of the Company and the Board. Through their positions, responsibilities, skills and perspectives, which span many industries and organizations, these nominees represent a Board of Directors with a broad range and depth of expertise and experience to effectively oversee the Company's operations, risks and long-term strategy.


						The Board recommends a vote FOR each nominee for Director


			Janaki Akella, 64 Independent Former Digital Transformation Leader, Google LLC Director Since: January 2019

			Shantella E. Cooper, 57 Independent Founder and Chief Executive Officer, Journey Forward Strategies, LLC Director Since: October 2023

			Anthony F. Earley Jr., 75 Lead Independent Director Chairman, President and Chief Executive Officer, PG&E Corporation (retired) Director Since: January 2019

			James O. Etheredge, 61 Independent Chief Executive Officer - North America, Accenture plc (retired) Director Since: April 2025

			David J. Grain, 62 Independent Founder and Chief Executive Officer, Grain Management, LLC Director Since: December 2012


			Donald M. James, 76 Independent Chairman and Chief Executive Officer, Vulcan Materials Company (retired) Director Since: December 1999

			John D. Johns, 73 Independent Senior Advisor, Blackstone Inc. and former Chairman and Chief Executive Officer, Protective Life Corporation Director Since: February 2015

			Dale E. Klein, 77 Independent Professor, University of Texas at Austin Director Since: July 2010

			David E. Meador, 68 Independent Vice Chairman and Chief Administrative Officer, DTE Energy (retired) Director Since: April 2023

			William G. Smith, Jr., 71 Independent Chairman, President and Chief Executive Officer, Capital City Bank Group, Inc. Director Since: February 2006


			Kristine L. Svinicki, 58 Independent Adjunct Professor, University of Michigan Director Since: October 2021

			Lizanne Thomas, 67 Independent Partner, Jones Day (retired) Director Since: April 2023

			Christopher C. Womack, 67 Chairman, President and Chief Executive Officer, Southern Company Director Since: March 2023



Collective qualifications, attributes, skills and experience

			Accounting, Finance and Capital Markets
			CEO Experience
			Cybersecurity
			Environment and Clean Energy
			Government and Public Policy
			Industry Experience
			Regional Knowledge
			Technology and Innovation




			We believe our compensation program provides the appropriate mix of fixed and at-risk compensation. The short- and long-term performance-based compensation program ties executive pay to Company performance, rewards achievement of financial and operational goals, encourages individual performance that is in line with our long-term strategy, is aligned with stockholder interests and remains competitive with our industry peers.


						The Board recommends a vote FOR this proposal




			The Audit Committee appointed Deloitte & Touche as our independent registered public accounting firm for 2025. This appointment is being submitted to stockholders for ratification.


						The Board recommends a vote FOR this proposal




			A supermajority vote requirement like the one contained in Article Eleventh of the Restated Certificate of Incorporation (Certificate of Incorporation or Certificate) historically has been intended to facilitate corporate governance stability and provide protection against self-interested action by large stockholders by requiring broad stockholder consensus to make certain fundamental changes. As corporate governance standards have evolved, many stockholders and commentators now view a supermajority requirement as limiting the Board’s accountability to stockholders and the ability of stockholders to effectively participate in corporate governance.


						The Board recommends a vote FOR this proposal



Stockholder Empowerment						Independent Board of Directors

4All Directors stand for stockholder election annually 4Majority voting standard in uncontested Director elections 4Directors not receiving majority support must tender their resignation for consideration by the Board 4Proxy access for stockholders 410% threshold for stockholders to request a special meeting 4No poison pill						412 of our 13 nominees for Director are independent 4Strong Lead Independent Director with robust authority and responsibility that is disclosed to stockholders 4All Board committees are comprised of independent Directors and are chaired by independent Directors 4Actively endeavors to include candidates in the pool that reflect a broad range and depth of expertise and experience relevant to our businesses and strategies



Stockholder Engagement						Governance Best Practices

4Year-round stockholder outreach that includes participation of independent Directors, with feedback provided to the Board 4Key members of senior management regularly attend investor conferences to better understand emerging issues and stockholder perspectives and to facilitate engagement opportunities 4Process in place for stockholders and interested parties to communicate with Lead Independent Director or other independent Directors						4Regular Board refreshment with nationally-recognized search firm on retainer 4Elected five new Directors in last three years 4Annual Board review of leadership structure and disclosure of the Board’s reasoning underlying its leadership structure 4Annual Board self-assessment facilitated by an independent third party and annual committee self-assessments 4Regular executive sessions of independent Directors 4Limits on the number of public company boards a Director may serve


			The Board aims to strike a balance between the knowledge that comes from longer-term service on the Board and the new experience and ideas that can come from adding Directors to the Board. The Board believes the average tenure of the 13 Director nominees of approximately eight years reflects the balance the Board seeks between the different perspectives brought by longer-serving Directors and new Directors. The Board aims to continue to refresh its membership over time.



						Result We have nominated five new highly qualified Directors in the past three years.




			Any stockholder or group of up to 20 stockholders maintaining continuous qualifying ownership of at least 3% of our outstanding shares for at least three years can nominate, and include in our proxy materials, Director nominees constituting the greater of two nominees or 20% (rounded down) of the number of Directors in our proxy materials for the next annual meeting.




			4No employed Director may serve on more than two public company boards (not including the Company’s Board or the director’s employing company board) unless otherwise approved by the Nominating, Governance and Corporate Responsibility Committee. 4No Director may serve on more than four public company boards (including the Company’s Board), unless otherwise approved by the Nominating, Governance and Corporate Responsibility Committee. 4No Director who is a member of the Company’s Audit Committee may serve on the audit committees of more than three public companies (including the Company’s Audit Committee).




Henry A. "Hal" Clark III			Henry A. "Hal" Clark III will retire from our Board at the end of his term on the date of the annual meeting. We sincerely thank him for his many years of service to the Board, the Company and its stockholders.




			4The combined role of Chairman and CEO is held by Chris Womack, who is the Director most familiar with our business and industry (including the regulatory structure and other industry-specific matters) and is most capable of effectively identifying strategic priorities and leading discussion and execution of strategy. During his tenure as Chairman and CEO, Mr. Womack has proven instrumental in driving forward Southern Company’s strategic priorities. 4The Board believes that the combined role of Chairman and CEO promotes the development and execution of our strategy. Independent Directors and management have different perspectives and roles in strategy development. The CEO brings Company-specific experience and expertise, while our independent Directors bring experience, oversight and expertise from outside the Company and its industry. At the same time, several of our independent Directors have deep experience within our industry, and all of our independent Directors receive comprehensive industry information from diverse sources, both internal and external, to best position them to oversee the Company’s strategy and key risks. 4The Board believes that the combined role of Chairman and CEO facilitates the flow of information between management and the Board, which is essential to effective corporate governance. For example, the Board recognizes the importance of presenting the Board with robust and comprehensive meeting agendas and information. As a result, a key element of the Lead Independent Director’s role is working with the Chairman to set the agenda for Board meetings and reviewing and approving the meeting materials.




	Anthony F. Earley, Jr. Lead Independent Director Provides strong independent leadership and independent oversight of executive management

4Chair executive sessions of the non-management Directors, which are included on the agenda of every regular board meeting, with the ability to call an executive session 4Chair Board meetings in the absence of the Chairman 4Work with the Chairman to set the agenda for Board meetings 4Approve the agenda (with the ability to add agenda items) and schedule for Board meetings to provide that there is sufficient time for discussion of all agenda items 4Approve information sent to the Board 4Meet regularly with the Chairman		4Act as the principal liaison between the Chairman and the non-management Directors (although every Director has direct and complete access to the Chairman at any time) 4Serve as the primary contact Director for stockholders and other interested parties 4Communicate any sensitive issues to the Directors 4Oversee the independent Directors’ performance evaluation of the Chairman, in conjunction with the chair of the Compensation and Talent Development Committee 4Partner with the Nominating, Governance and Corporate Responsibility Committee and the Chairman in the recruitment and retention of Directors and management




			In 2024, the Board participated in a multi-day, expanded off-site strategy session that included presentations by external experts and internal leaders and robust dialogue among the members of the Board. Key topics addressed by external experts included the evolving nature of the utility industry, the growth of data centers and infrastructure and related risks and opportunities for the industry, the dynamic political and regulatory landscape and potential long-term impacts on our business and how intentional inclusion facilitates a corporate growth strategy. Key topics led by senior management across the Company included our long-term financial plan, affordability for our customers, the future of nuclear development, projected customer growth and fleet transition.


			Audit Committee						4Reviews risks and associated risk management activities related to financial reporting and ethics and compliance-related matters. 4Reviews the adequacy of the risk oversight process and documentation that appropriate enterprise risk management and oversight are occurring. The documentation includes a report that tracks which significant risk reviews have occurred and the committee(s) reviewing such risks. In addition, an overview is provided at least annually of the risk assessment and profile process conducted by Company management. 4Receives regular updates from Internal Auditing and quarterly updates as part of the disclosure controls process.


			Business Security and Resiliency Committee						4Reviews risks and associated risk management activities related to cybersecurity, physical security, operational resiliency and technological developments and the response to incidents with respect thereto. 4Reviews the adequacy of processes and procedures to protect critical cyber and physical assets and resiliency of ongoing operations. 4Reviews risks and associated risk management activities related to use of artificial intelligence (AI).


			Compensation and Talent Development Committee						4Reviews risks and associated risk management activities related to human capital. 4Reviews the assessment of risks associated with the Company’s employee compensation policies and practices, particularly performance-based compensation, as they relate to risk management practices and/or risk-taking incentives. The review is conducted at least annually and whenever significant changes to any business unit’s compensation practices are under consideration.


			Finance Committee						4Reviews risks and associated risk management activities related to financial matters of the Company such as financial integrity, major capital investments, dividend policy, financing programs and financial and capital allocation strategies.


			Nominating, Governance and Corporate Responsibility Committee						4Reviews risks and associated risk management activities related to the state and federal regulatory and legislative environment, stockholder activism and environmental, sustainability and corporate social responsibility.


			Operations, Environmental and Safety Committee						4Reviews risks and associated risk management activities related to significant operations of the Southern Company system such as safety, system reliability, nuclear, gas and other operations, environmental regulation and policy, net zero carbon strategies, fuel cost and availability.




						Spotlight on Cybersecurity and Artificial Intelligence Risks
			Cybersecurity is a critical component of our risk management program. The Board devotes significant time and attention to overseeing cybersecurity risk, and our approach to cybersecurity governance establishes oversight throughout the enterprise. 4The Business Security and Resiliency Committee, comprised solely of independent Directors, is charged with oversight of risks related to cybersecurity, physical security and operational resiliency. The Business Security and Resiliency Committee includes directors with an understanding of cyber issues. The Business Security and Resiliency Committee meets at every regular Board meeting and when needed in the event of a specific threat or emerging issue. The Chief Information Security Officer reports to the Business Security and Resiliency Committee at each regular committee meeting. 4We use a cross-functional, risk-based, and “defense in depth” approach to prevent, detect, identify, mitigate, respond to and recover from cybersecurity threats and incidents. Recognizing that no single technology, process or business control can effectively prevent or mitigate all risks related to cyber threats, we employ multiple technologies, processes and controls, all working independently but as part of a cohesive strategy to reduce risk. This strategy is regularly tested through auditing, penetration testing, vulnerability testing and other exercises designed to assess effectiveness. 4Overall network security efforts are led by the Chief Information Security Officer and the Technology Security Organization, the organization responsible for implementing, monitoring and maintaining cybersecurity practices across the Company, and aided by the COO and the Energy Management System and Generation Organization. We utilize a 24/7 Security Operations Center, which facilitates real-time situational awareness across the cyber-threat environment, and a robust Insider Threat Protection Program and Fusion Center that leverages cross-function information sharing to assess insider threat activity. The Business Security and Resiliency Committee is also charged with oversight of the Company's use of AI and the associated benefits and risk management thereof. During 2024, the Company adopted an AI Acceptable Use Policy to guide employees in leveraging this technology for the benefit of our customers, while protecting data, helping to ensure accuracy, respecting intellectual property rights, preventing bias and keeping people involved in decisions.



						Spotlight on Environmental Risks
			The Board oversees the strategy and risks of climate and environmental matters. These matters are important to the long-term success of the Company and, accordingly, are integrated into topics reviewed and discussed at each Board meeting as well as the Board’s annual in-depth strategy session. Our committee structure facilitates oversight of these matters. 4The Audit Committee oversees the adequacy and effectiveness of internal controls, including the development of internal controls for non-financial sustainability-related data and disclosures 4The Business Security and Resiliency Committee oversees physical security and operational resiliency, including issues and policies relating to climate change and adaptation and its impact on business resiliency 4The Compensation and Talent Development Committee oversees total rewards strategies, including aligning incentive compensation with our fleet transition goals 4The Finance Committee oversees capital deployment, including alignment of long-term capital allocation strategies with net zero objectives 4The Nominating, Governance and Corporate Responsibility Committee oversees significant corporate responsibility strategies, programs and practices, including environmental and climate matters through community engagement, public policy advocacy, political contributions and lobbying and assessing feedback from stockholders and other stakeholders 4The Operations, Environmental and Safety Committee oversees progress toward our GHG emission reduction goals and fleet transition, including net zero carbon strategies, resource planning, emerging technologies and R&D and the impact on employees and communities of implementing the business strategies and operations




			4We published a Trade Association and Climate Engagement Report to provide additional transparency by bringing together existing disclosures and providing analysis and insight into our net zero advocacy positions and memberships in trade associations, along with an assessment of whether the climate change statements or positions of key trade associations are aligned with the goals of the Paris Agreement. 4We describe the principles and public policy advocacy positions that are representative of the views we express in our engagements on climate-related matters. 4Our Report on Political Engagement Disclosures includes political contributions made by our subsidiaries and the lobbying dollars spent by trade associations that lobby at the state and federal level and to which our subsidiaries pay annual dues of $50,000 or more. 4Our Overview of Southern Company Policies and Practices for Political Engagement summarizes our approach to governance and oversight of these matters.




4Board of Directors 4Composition of Board Committees 4Board Committee Charters 4Corporate Governance Guidelines 4Company Leadership	4Director and Executive Stock Ownership Guidelines 4Code of Ethics 4Restated Certificate of Incorporation 4Amended and Restated By-Laws	4SEC Filings 4Overview of Southern Company Policies and Practices for Political Engagement 4Restrictions on Hedging or Pledging