Document



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


Date of Report (Date of earliest event reported)
May 25, 2016

Commission
File Number
Registrant, State of Incorporation,
Address And Telephone Number
I.R.S. Employer
Identification No.
 
 
 
1-3526
The Southern Company
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000
58-0690070

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))





Item 5.07.
Submission of Matters to a Vote of Security Holders.

The Southern Company (the “Company”) held its Annual Meeting of Stockholders on May 25, 2016. Stockholders voted as follows on the 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 Against
Abstentions
Broker Non-Votes
 
 
 
 
 
Juanita Powell Baranco
531,930,942
7,511,927
3,002,483
235,268,473
Jon A. Boscia
535,648,607
3,793,591
3,003,154
235,268,473
Henry A. Clark III
534,846,488
4,613,231
2,985,633
235,268,473
Thomas A. Fanning
508,506,423
25,487,468
8,451,461
235,268,473
David J. Grain
534,793,224
4,605,602
3,046,526
235,268,473
Veronica M. Hagen
534,134,147
5,348,218
2,962,987
235,268,473
Warren A. Hood, Jr.
533,335,297
6,073,396
3,036,659
235,268,473
Linda P. Hudson
521,629,713
17,883,666
2,931,973
235,268,473
Donald M. James
518,945,750
20,312,967
3,186,635
235,268,473
John D. Johns
521,900,117
17,450,101
3,095,134
235,268,473
Dale E. Klein
534,963,314
4,446,142
3,035,896
235,268,473
William G. Smith, Jr.
532,893,177
6,592,829
2,959,346
235,268,473
Steven R. Specker
534,432,828
4,894,018
3,118,506
235,268,473
Larry D. Thompson
534,652,037
4,718,266
3,075,049
235,268,473
E. Jenner Wood III
534,872,816
4,492,057
3,080,479
235,268,473

2.
The proposal to approve a by-law amendment to permit proxy access was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
520,667,900
 
17,181,771
 
4,595,681
 
235,268,473

3.
The proposal to approve an amendment to the certificate of incorporation to reduce the supermajority vote requirements to a majority vote, which pursuant to the certificate of incorporation requires the affirmative vote of two-thirds of the issued and outstanding shares, was not approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
525,712,497
 
12,283,015
 
4,449,840
 
235,268,473

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4.
The proposal to approve an amendment to the certificate of incorporation to eliminate the “fair price” anti-takeover provision was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
513,062,968
 
23,836,934
 
5,545,450
 
235,268,473

5.
The proposal to approve a by-law amendment to permit the board to make certain future amendments to the by-laws without stockholder ratification was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
405,212,994
 
132,162,957
 
5,069,401
 
235,268,473

6.
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 Against
 
Abstentions
 
Broker
Non-Votes
500,015,737
 
35,523,173
 
6,906,442
 
235,268,473


7.
The proposal to approve the material terms for qualified performance-based compensation under the omnibus plan was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
509,450,647
 
26,139,846
 
6,854,859
 
235,268,473

8.
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016 was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
763,605,958
 
9,669,397
 
4,438,470
 
0

9.
The stockholder proposal on a report on strategy for international energy agency 2°C scenario was not approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
176,207,023
 
335,098,875
 
31,139,454
 
235,268,473

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10.
The stockholder proposal on a report quantifying potential financial losses to the company associated with stranding of coal assets was not approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
152,832,433
 
361,770,478
 
27,842,441
 
235,268,473

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits
3.1
Certificate of Amendment to the Certificate of Incorporation of the Company effective May 26, 2016.
 
 
3.2
By-Laws of the Company, as amended effective May 25, 2016.


SIGNATURE
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, 2016
 
 
THE SOUTHERN COMPANY
 
 
 
 
 
 
 
 
By
/s/Melissa K. Caen
 
 
 
 
Melissa K. Caen
Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 









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