Southern Co DEFA14A, filed Apr 13, 2020
Southern Co (SO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | 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 Rule 14a-12 | |
The Southern Company
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): | |||
| ☑ | No fee required. | ||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
| 1) Title of each class of securities to which transaction applies: | |||
| 2) Aggregate number of securities to which transaction applies: | |||
| 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
| 4) Proposed maximum aggregate value of transaction: | |||
| 5) Total fee paid: | |||
| ☐ | Fee paid previously with preliminary materials: | ||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | ||
| 1) Amount previously paid: | |||
| 2) Form, Schedule or Registration Statement No.: | |||
| 3) Filing Party: | |||
| 4) Date Filed: | |||
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 27, 2020.
THE SOUTHERN COMPANY
C/O PROXY SERVICES
P.O. BOX 9112
FARMINGDALE, NY 11735
| Meeting Information | |
| Meeting Type: | Annual Meeting |
| For holders as of: | March 30, 2020 |
| Date: May 27, 2020 | Time: 10:00 a.m., ET |
| Location: | Meeting live via the Internet-please visit |
| www.virtualshareholdermeeting.com/SO2020. |
We will be hosting the annual meeting live via the internet this year. There will be no physical location for shareholders to attend the meeting this year. To participate in the meeting, please visit www.virtualshareholdermeeting.com/SO2020. From there, please use the information printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) and follow the available instructions to access the meeting.
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
| See the reverse side of this notice to obtain proxy materials and voting instructions. |
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
Please choose one of the following methods to make your request:
| 1) BY INTERNET: | www.proxyvote.com | |
| 2) BY TELEPHONE: | 1-800-579-1639 | |
| 3) BY E-MAIL*: | sendmaterial@proxyvote.com |
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.
Please make the request as instructed above on or before May 13, 2020 to facilitate timely delivery.
|
How To Vote Please Choose One of the Following Voting Methods |
 |
SCAN TO VIEW MATERIALS & VOTE |
 |
Vote By Internet:
Before The Meeting:
Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
During The Meeting:
Go to www.virtualshareholdermeeting.com/SO2020. Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
| Voting Items |
| The Board of Directors recommends a vote FOR each nominee in Item 1. | ||
| 1. | Election of 14 Directors: | |
| 1a. | Janaki Akella | |
| 1b. | Juanita Powell Baranco | |
| 1c. | Jon A. Boscia | |
| 1d. | Henry A. Clark III | |
| 1e. | Anthony F. Earley, Jr. | |
| 1f. | Thomas A. Fanning | |
| 1g. | David J. Grain | |
| 1h. | Donald M. James | |
| 1i. | John D. Johns | |
| 1j. | Dale E. Klein | |
| 1k. | Ernest J. Moniz | |
| 1l. | William G. Smith, Jr. | |
| 1m. | Steven R. Specker | |
| 1n. | E. Jenner Wood III | |
| The Board of Directors recommends a vote FOR Items 2 and 3. | |
| 2. | Advisory vote to approve executive compensation |
| 3. | Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2020 |
| The Board of Directors recommends a vote AGAINST Items 4 and 5. | |
| 4. | Stockholder proposal regarding an independent board chair |
| 5. | Stockholder proposal regarding a report on lobbying |
