DEFA14A 1 soempcomdefa14a5-21.htm DEFA14A Document

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 RegistrantFiled 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)
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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.
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[Employee Email]


In 2020, we saw the advent of historic challenges none of us will soon forget. Our nation, our communities, and our company were tested in ways we could scarcely have imagined just a few months earlier. Thanks to the dedication of employees throughout the enterprise, Southern Company has continued to thrive – even as we have tackled complex social, economic, and health-related issues.

On Wednesday, May 26, our 2021 Annual Meeting of Stockholders will provide a review of the challenges and accomplishments of 2020, as well as our plans and expectations for 2021 and beyond.

We are holding a virtual annual meeting again this year for the safety of our employees, stockholders, and other meeting attendees. While there will be no physical meeting to attend, it is still crucial for you to make your voice heard and vote your shares. Stockholders, including employee stockholders, can vote online at www.proxyvote.com until May 25. However, I encourage you to vote promptly.

Below is a summary of the items up for vote, along with the Board of Directors’ voting recommendations.

ItemDescriptionBoard
Recommendation
Item #1
Election of
Directors
Elect 13 DirectorsFOR each director nominee
Item #2
Say on Pay
Advisory vote to
approve executive
officer
compensation
FOR
Item #3
Approve
Omnibus
Plan
Approve the 2021
Equity and
Incentive
Compensation Plan
FOR



Item #4
Ratify
Appointment
of Auditors
Ratify the
appointment of
Deloitte & Touche
as our independent
registered public
accounting firm for
2021
FOR
Item #5
Reduce
Supermajority
Vote
Requirement
Approve an
amendment to the
Certificate of
Incorporation to
reduce the
supermajority vote
requirement to a
majority vote
FOR

If you are a stockholder, you should have already received your proxy materials along with instructions on how to vote your shares. The proxy statement contains information about the company, the upcoming annual meeting, and all of the items that are up for a vote.

Depending on how you hold your shares – 401(k) plan, bank, broker, etc. – it is possible that you received an electronic communication regarding delivery of your proxy materials, a Notice of Internet Availability of proxy materials with instructions regarding how to access proxy materials online, or a full package of proxy materials in the mail. If you hold Southern Company stock in multiple accounts, you may have received voting instructions in a combination of these methods.

Our virtual annual meeting will begin at 10:00 a.m. ET on May 26 and can be accessed online starting at 9:45 am ET at www.virtualshareholdermeeting.com/SO2021. If you are a stockholder, you can use the 16-digit control number included on your proxy card, your Notice of Internet Availability, or the instructions included with your proxy materials to log in and attend the virtual annual meeting. If you cannot locate your 16-digit control number, you may still log in to the annual meeting platform and attend the meeting as a guest.

Please visit the annual meeting website to review and download copies of the proxy statement and annual report, find a link to vote your proxy, and access the virtual annual meeting online. If you have any questions about the proxy statement or the voting process, please contact Myra Bierria in the Office of the Corporate Secretary at 404-491-6268.

Thank you for considering these important company matters and voting your shares.





Jim Kerr
EVP, Chief Legal Officer and Chief Compliance Officer




[Employee Article – SO Today]

Southern Today article
Scheduled for publication May 14, 2021

Title: It’s time to vote your proxy

Sub-title: Employees who own Southern Company common stock are encouraged to vote

Five items are up for vote at Southern Company's 2021 annual meeting of stockholders on May 26, which will be held virtually this year due to health and safety precautions related to the COVID-19 pandemic. Employees who own Southern Company common stock are encouraged to make their voices heard by voting their shares.

The Southern Company proxy statement was made available to stockholders in April, along with instructions for voting your shares. You can vote your shares online at www.proxyvote.com until May 25.

Below is a summary of the items up for vote this year, along with the Board of Directors' voting recommendations.


ItemDescriptionBoard
Recommendation
Item #1
Election of
Directors
Elect 13 DirectorsFOR each director nominee
Item #2
Say on Pay
Advisory vote to
approve executive
officer compensation
FOR
Item #3
Approve
Omnibus
Plan
Approve the 2021
Equity and Incentive
Compensation Plan
FOR
Item #4
Ratify
Appointment
of Auditors
Ratify the appointment
of Deloitte & Touche as
our independent
registered public
accounting firm for
2021
FOR
Item #5
Reduce
Supermajority
Vote
Requirement
Approve an
amendment to the
Certificate of
Incorporation to reduce
the supermajority vote
requirement to a
majority vote
FOR






The virtual annual meeting will begin at 10:00 a.m. ET on May 26 and can be accessed online starting at 9:45 am ET at www.virtualshareholdermeeting.com/SO2021.

If you are a stockholder, you can use the 16-digit control number included on your proxy card, your Notice of Internet Availability or the instructions included with your proxy materials to log in and attend the virtual annual meeting. If you cannot locate your 16-digit control number, you may still log in to the annual meeting platform and attend the meeting as a guest. A replay will be available at www.virtualshareholdermeeting.com/SO2021 about 24 hours after the meeting.

For more information, please visit our annual meeting website, where you can review and download copies of the proxy statement and annual report and find a link to vote your proxy.