Southern Co PRE 14A, filed Mar 23, 2026

Southern Co (SO)

PRE 14A 2026-03-23 For: 2026-05-13

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Added on October 19, 2026

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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		7
Governance		9

ITEM 1 Election of 1 2 Directors		9


Governance Highlights		9
Board of Director Nominees Qualifications, Attributes, Skills and Experience		10
Board Refreshment, Board Succession Planning and Board Composition		11
Board Nomination Process		12
Director Capacity and Service on Other Boards		13
Director Onboarding and Continuing Education		14
Biographical Information about our Nominees for Director		15
Committees of the Board		21
Board Composition and Structure		23
Board Independence		25
Board and Committee Sel f-Evaluation Process		26
Board and Committee Responsibilities		27
Oversight of Strategy and Risk		27
Engaging with our Stakeholders		31
Director Compensation		34


ITEM 2 Advisory Vote to Approve Executive Compensation (Say on Pay)		36


	Letter from the Compensation and Talent Development Committee	37
Compensation Discussion and Analysis		38
Pay for Performance Alignment		38
Executive Compensation Program		40
Compensation Governance		51
Executive Compensation Tables		56
Equity Compensation Plan Information		68
Pay Ratio Disclosure		68
Pay Versus Performance Disclosure		69


Audit Committee Matters			72
Audit Committee Report			72


ITEM 3 Ratify the Independent Registered Public Accounting Firm for 2026			73



ITEMS 4-7 Approve Four Proposals Amending the Restated Certificate of Incorporation			74

Item 4 Approve an Amendment to the Restated Certificate of Incorporation to Authorize Additional Common Stock			74

Item 5 Approve Amendments to the Restated Certificate of Incorporation to Authorize the Issuance of Preferred Stock			75

Item 6 Approve an Amendment to the Restated Certificate of Incorporation to Provide for Officer Exculpation			76

Item 7 Approve Miscellaneous Amendments to Modernize, Clarify and Conform the Restated Certificate of Incorporation			77


ITEMS 8-10 Vote on Three Stockholder Proposal s			79


Stock Ownership Information			85
FAQs about Voting and the Annual Meeting			87
Reconciliation of Non-GAAP Information			92
Cautionary Note Regarding Forward-Look ing Statements			93
Appendix A - Definitions of Key Terms			95
Appendix B - Benefit Plan Summary			96
Appendix C - Common and Preferred Stock Amendments to t he Restated Certificate of Incorporation			99
Appendix D - Officer Exculpation Amendment to the Restated Certificate of Incorporation			99
Appendix E - Miscella neous Amendments to the Restated Certificate of Incorporation			101



			Date and time Wednesday, May 13, 2026 10:00 a.m., ET						Record date Stockholders of record at the close of business on March 23, 2026 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 3, 2026, 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/SO2026.


1	Elect 12 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 2026
4-7	Approve amendments to the Restated Certificate of Incorporation
	4Item 4 Approve an amendment to the Restated Certificate of Incorporation to authorize additional common stock 4Item 5 Approve amendments to the Restated Certificate of Incorporation to authorize the issuance of preferred stock	4Item 6 Approve an amendment to the Restated Certificate of Incorporation to provide for officer exculpation 4Item 7 Approve miscellaneous amendments to modernize, clarify and conform the Restated Certificate of Incorporation
8-10	Vote on three 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 3, 2026


			Dr. Janaki Akella

			Shantella E. Cooper

			Anthony F. Earley, Jr.

			James O. Etheredge

			David J. Grain

			Donald M. James

			John D. Johns

			Dr. Dale E. Klein

			David E. Meador

			William G. Smith, Jr.

			Kristine L. Svinicki

			Lizanne Thomas

			John M. Turner, Jr.




			We are one of America’s premier energy companies, dedicated to delivering clean, safe, reliable and affordable energy to our electric and natural gas customers through our state-regulated utilities. Our strategy is to maximize long-term value to stockholders through a customer-, community- and relationship-focused business model that is designed to produce sustainable levels of return on energy infrastructure.



Growth	Investment	Reliability	Safety
39,000 New residential electric customers 17% Sales increase to data center Customers	$81B 5-year capital plan, 95% projected in state-regulated utilities (2026-2030)	2.26% Industry-leading annual equivalent forced outage rate 98.61% Leak response < 60 minutes	0.03 Serious injury rate for employees



	Prioritizing Customer Value		Enhancing Reliability and Resilience


4Announced customer base rates will be held steady at Alabama Power through 2027 and Georgia Power through 2028 4Georgia Power announced plans for the next base rate case to place downward pressure on rates, providing benefits of at least $556 million per year, equivalent to $102 in annual savings for the typical residential customer 4Nicor Gas partnered with Habitat for Humanity to unveil the first home in their Smart Neighborhood, designed to showcase how energy efficiency, renewables and smart technologies help keep energy costs low and improve resilience		4Alabama Power partnered with E-Source to develop the Reliability Analytics and Monitoring Platform (RAMP), which provides a comprehensive view of the power grid’s performance and pinpoints root causes of reliability issues 4Georgia Power strengthened the grid in areas previously affected by Hurricane Helene, including hardening of poles and hardware, adding and upgrading reclosing devices, and reconductoring circuits with larger wires 4Mississippi Power completed the redesign and rebuild of a substation to serve customers in Pascagoula in response to growth and economic development


	Meeting Projected Growing Demand		Leading Industry Innovation


4Alabama Power announced plans to build the state’s first ever utility-scale battery energy storage system, which will store up to 150 MW of electricity 4Georgia Power received approval from Georgia PSC of 9,900 MW of diverse, cost-effective generation resources, including 3,000 MW of battery storage 4Nicor Gas announced completion of its second renewable natural gas interconnection with a facility converting landfill gas into pipeline quality renewable natural gas 4In order to maximize existing generation, Southern Nuclear is evaluating uprates to six nuclear units with Georgia PSC approval received in the 2025 Georgia Power IRP related to two of the units		4PowerSecure will provide advanced electrical and mechanical systems to Edged Energy's first North American data center designed with sustainability at its core and featuring ultra-low emissions backup generation, energy-efficient technologies and a scalable design 4Georgia Power and Mitsubishi Power successfully completed the first trial to validate 50% (by volume ratio) hydrogen fuel blending on an advanced-class gas turbine at both partial and full load 4Southern Nuclear, with Blue Wave AI Labs and Constellation, received the 2025 Global ISOP Innovation Award for AI for the deployment of a nuclear-grade AI application that enables optimized fuel designs and helps lower fuel costs for our customers


	Advancing Our Workforce		Strengthening the Communities We Serve


4Alabama Power hosted the 6th Annual Lineworker Career Day event, educating over 200 students from 12 schools on utility linework and career opportunities 4Virginia Natural Gas opened a new state-of-the-art facility for field training, offering hands-on experience in a controlled environment 4Mississippi Power established the third Energy Academy to introduce students to energy industry careers including engaging in all aspects of electrical energy with a heavy emphasis on safety		4Southern Linc integrated disparate radio systems of first responders, law enforcement and government agencies into its CriticalLinc™ LTE network, creating thousands of miles of unified communications 4Southern Company Gas and its philanthropic arm, the Southern Company Gas Foundation, awarded more than $11 million in financial gifts in 2025 to over 600 nonprofit organizations in communities across the company's service territory 4Mississippi Power volunteers removed approximately 26,000 pounds of debris from waterways across southeast Mississippi as part of the Renew Our Rivers program




			The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated 12 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, 65 Independent Former Digital Transformation Leader, Google LLC Director Since: January 2019

			Shantella E. Cooper, 58 Independent Founder and Chief Executive Officer, Journey Forward Strategies, LLC Director Since: October 2023

			Anthony F. Earley, Jr., 76 Lead Independent Director Chairman, President and Chief Executive Officer, PG&E Corporation (retired) Director Since: January 2019

			James O. Etheredge, 62 Independent Managing Director, Monarch Private Capital and former Chief Executive Officer - North America, Accenture plc Director Since: April 2025


			David J. Grain, 63 Independent Founder and Chief Executive Officer, Grain Management, LLC Director Since: December 2012

			John D. Johns, 74 Independent Senior Advisor, Blackstone Inc. and former Chairman and Chief Executive Officer, Protective Life Corporation Director Since: February 2015

			David E. Meador, 69 Independent Vice Chairman and Chief Administrative Officer, DTE Energy (retired) Director Since: April 2023

			William G. Smith, Jr., 72 Independent Chairman and Chief Executive Officer, Capital City Bank Group, Inc. Director Since: February 2006




			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, aligns with stockholder interests and is competitive with our industry peers.


						The Board recommends a vote FOR this proposal


			Kristine L. Svinicki, 59 Independent Adjunct Professor, University of Michigan Director Since: October 2021

			Lizanne Thomas, 68 Independent Partner, Jones Day (retired) Director Since: April 2023

			John M. Turner, Jr., 64 Independent Chairman, President and Chief Executive Officer, Regions Financial Corporation Director Since: September 2025

			Christopher C. Womack, 68 Chairman, President and Chief Executive Officer, Southern Company Director Since: March 2023




			The Audit Committee appointed Deloitte & Touche as our independent registered public accounting firm for 2026. This appointment is being submitted to stockholders for ratification.


						The Board recommends a vote FOR this proposal




			The Board has proposed and declared advisable, and is recommending to the stockholders, approval of each of the following amendments to the Company's Restated Certificate of Incorporation. Item 4 - Authorize Additional Common Stock An amendment to increase the total number of authorized shares of Common Stock from 1,500,000,000 to 2,500,000,000 Item 5 - Authorize the Issuance of Preferred Stock Amendments to authorize the issuance of preferred stock Item 6 - Provide for Officer Exculpation An amendment to limit the liability of certain officers of the Company as permitted under Delaware General Corporation Law Item 7 - Modernize, Clarify and Conform Changes Miscellaneous amendments to modernize, clarify and conform changes to the Restated Certificate of Incorporation


						The Board recommends a vote FOR each proposal



Stockholder Empowerment						Governance Best Practices

4All Directors stand for stockholder election annually 4Majority voting standard in uncontested Director elections 4Directors not receiving majority support expected to tender their resignation for consideration by the Board 4Proxy access for stockholders 4Modernized our Restated Certificate of Incorporation by successfully obtaining stockholder approval in 2025 to reduce the only remaining supermajority vote requirement to a majority vote requirement 410% threshold for stockholders to request a special meeting 4No poison pill						4Regular Board refreshment with nationally-recognized search firm on retainer 4Elected two new Directors during 2025 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 at Board and committee meetings 4Limits on the number of public company boards on which a Director may serve



Stockholder Engagement						Independent Board of Directors

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						411 of our 12 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


			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 come from adding Directors to the Board. The Board believes the average tenure of the 12 Director nominees of approximately six 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 two new highly qualified Directors in the past year.




			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).




Donald M. James	Dale E. Klein	Donald M. James and Dale E. Klein will retire from our Board at the end of their terms on the date of the annual meeting. We sincerely thank them both for their 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 and Compensation and Talent Development Committees and the Chairman in the recruitment and retention of Directors and management




			In 2025, the Board participated in a multi-day, expanded off-site strategy session and system-wide board forum that included presentations by external experts and internal leaders, with robust dialogue among the members of the Board. Key topics addressed included: the evolving nature of the utility industry; the growth of data centers and energy infrastructure to support projected demand growth and related risks and opportunities for the industry; innovation and technological advancements, including artificial intelligence; the dynamic regulatory landscape; and strategies to help ensure that energy remains accessible and provides value to customers.


			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 the Company's internal auditing organization and quarterly updates as part of the disclosure controls process.


			Business Security and Resiliency Committee						4Reviews risks and associated risk management activities related to AI, 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.


			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 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 Artificial Intelligence
			Acknowledging the complexities accompanying adoption of AI, the Board and its committees devote significant time and attention to AI education and oversight of the risks and opportunities associated with its implementation across the Southern Company system. We have established governance frameworks at both the Board and management levels to facilitate oversight of AI throughout the enterprise. Through robust governance, proactive oversight and a culture of accountability, the Board and management work collaboratively to help ensure AI is leveraged responsibly to drive innovation and growth. Throughout 2025, the Board and its committees received regular updates on AI topics including the Company’s AI strategy, AI governance and policy developments and AI use cases. Specifically, the Company’s recently refreshed Code of Ethics includes a dedicated section on responsible use of AI. Recognizing the rapid pace of technological change, the Board focuses on education to strengthen its AI literacy. Through regular presentations from internal and external experts as well as continuing Director education opportunities, the Board stays informed about evolving regulatory landscapes, ethical standards and industry best practices related to AI. Our approach to AI prioritizes ethical governance, robust policy frameworks and transparent communication with stakeholders. We have 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, helping prevent bias or ethical concerns and keeping people involved in decisions. With the Board’s input, management established an executive steering committee led by leaders from strategically relevant functions across the Company charged with helping to ensure the safe, transparent and effective systemwide implementation of AI. The committee oversees internal use case reviews for AI implementation and drives broad adoption of AI tools across the enterprise.




						Spotlight on Large Load Growth
			Energy needs in our electric service territories are projected to grow rapidly, with increased demand coming from a range of commercial and industrial large load customers, including data centers. The Board and management work together to oversee the risks and opportunities of serving projected large load growth in a way that delivers value for both customers and stockholders. The Board maintains rigorous oversight over strategies to meet the projected large load growth in a manner that supports the reliability of the grid and benefits customers. The Board and its committees regularly receive updates from senior management, including the Chief Risk Officer, and internal and external experts on, among other topics, the projected increase in large load demand, regulatory proceedings required to meet the projected growth and operating company-specific circumstances that create risk and opportunities across the enterprise. Our CFO serves as our Chief Risk Officer and leads a committee of officers from across the system charged with oversight and governance of risks associated with responding to large load customer growth. This committee plays a critical role in managing the financial, operational and regulatory risks associated with rapid load growth from large customers and reports regularly to both the Audit Committee and the full Board. Responsibilities of the committee include: 4Risk Governance and Analysis: Reviews due diligence and modeling of impacts on financial plans, including capital requirements, financing strategies and growth implications; reviews risk-adjusted sales forecasts to account for potential changes driven by AI and data center demand 4Contractual and Credit Risk Management: Oversight of system-wide approach requiring sufficient collateral for new large-load contracts, incorporating contractual obligations to pay for construction costs to help offset risk to existing customers and monitoring counterparty diversification to avoid overexposure 4Operational and Reliability Risk: Evaluates system planning and operational performance risk to avoid compromising reliability; monitors potential stranded asset risks and assesses impacts of resource retirements or additions as well as renewable integration on system flexibility




			Our robust political engagement disclosures evidence our commitment to transparency, accountability and strong corporate governance. We were again recognized as a “Trendsetter” by the 2025 CPA-Zicklin Index of Corporate Political Disclosure and Accountability.




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




In September 2025, we hosted an in-person environmental stakeholder forum in Washington D.C. Chris Womack, our CEO, and other senior leaders led discussions with stakeholders. Key topics discussed included: challenges and opportunities for serving projected load growth, and key terms and conditions in contracts with large load customers; enhancing resilience and affordability for customers; demand side management; R&D updates; and our GHG reduction goals. Twenty stakeholders participated in the forum. Stakeholder participants included regional environmental and socially focused non-governmental organizations, stockholder advocacy groups and state pension funds. The co-lead investors of our Climate Action 100+ investor engagement team also participated.