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Southern Company is asking stockholders to vote at a virtual annual meeting on May 13, 2026, with 1,128,319,825 common shares entitled to vote as of March 23, 2026. Proposals include electing 12 Directors, an advisory Say on Pay vote and ratifying Deloitte & Touche for 2026.
Stockholders are also asked to approve amendments to the Restated Certificate of Incorporation, including increasing authorized common stock from 1.5 billion to 2.5 billion shares, authorizing preferred stock, adding officer exculpation and modernizing various provisions. The Board recommends voting for all management proposals and against three stockholder proposals.
The proxy highlights 2025 performance, including reported EPS of $3.94 and adjusted EPS of $4.30, a 10% annual sales growth forecast through 2030, 24 consecutive years of dividend increases and an $81 billion 2026‑2030 capital plan focused largely on regulated utilities.
Southern Company comptroller Matthew M. Kim reported routine equity compensation activity involving restricted stock units that converted into common shares. On April 1, 2026, he exercised several Southern Company and performance restricted stock unit awards into common stock, reflecting scheduled vesting under prior grants.
In connection with these awards, 82 shares of Southern Company common stock were delivered back to the company at $96.94 per share to cover FICA withholding obligations because he is retirement-eligible under the stock grant documents. After these transactions, Kim directly held 6,888 shares of Southern Company common stock.
Southern Company director John D. Johns received a quarterly equity retainer in deferred stock units rather than cash. On this Form 4, he was granted 464.2047 deferred stock units, each tied to one share of Southern Company common stock, at a reference value of $96.94 per unit.
These units are issued under the Southern Company 2021 Equity and Incentive Compensation Plan and are deferred under the Deferred Compensation Plan for Outside Directors. They will be settled in shares of common stock after Johns leaves the Board, with no exercise or expiration date. Following this grant and related dividend reinvestments, his deferred stock unit balance is 87,350.4924 units.
GRAIN DAVID J reported acquisition or exercise transactions in this Form 4 filing.
Southern Company director David J. Grain received a grant of 838.1473 deferred stock units tied to Southern Company common stock as director compensation. The units, valued at $96.94 per unit for reporting purposes, were credited under the company’s 2021 Equity and Incentive Compensation Plan and deferred into the Deferred Compensation Plan for Outside Directors.
Following this grant and related dividend reinvestment credits, Grain holds a total of 85,316.8599 deferred stock units. Each unit represents the right to receive one share of Southern Company common stock, to be settled in shares after his Board service ends. The award is a non‑cash, routine compensation grant rather than an open‑market stock purchase or sale.
Southern Company director John M. Turner Jr. reported receiving a grant of deferred stock units as part of his quarterly director cash and equity retainers under the Southern Company 2021 Equity and Incentive Compensation Plan.
The award covers 786.569 deferred stock units, each tied to one share of Southern Company common stock at a reference price of $96.94. After this grant, Turner holds a total of 2,593.4454 deferred stock units.
The units are credited under the Deferred Compensation Plan for Outside Directors and are settled in shares of common stock after Turner’s board service ends, with no exercise or expiration date. The reported total also includes additional units acquired through the plan’s dividend reinvestment feature.
Southern Company director William G. Smith Jr. received a grant of 851.0419 deferred stock units as part of his quarterly cash and equity retainers under the Southern Company 2021 Equity and Incentive Compensation Plan. Each deferred stock unit represents one share of Southern Company common stock and is deferred under the Deferred Compensation Plan for Outside Directors.
The deferred stock units, including amounts acquired through the plan’s dividend reinvestment feature, will be settled in shares of common stock after his service on the Board ends, on dates he previously specified. Following this award, his directly held deferred stock unit balance is 160,806.3288 units.
MEADOR DAVID E reported acquisition or exercise transactions in this Form 4 filing.
Southern Company director David E. Meador received a grant of 786.569 deferred stock units as quarterly board compensation. These units were awarded under the Southern Company 2021 Equity and Incentive Compensation Plan and deferred into the Deferred Compensation Plan for Outside Directors.
Each deferred stock unit represents the right to receive one share of Southern Company common stock, with settlement in shares after Meador’s board service ends, as specified in the deferral election. The grant increased his deferred stock unit holdings to 9,279.6828 units, including amounts accumulated through a dividend reinvestment feature.
Svinicki Kristine L reported acquisition or exercise transactions in this Form 4 filing.
Southern Company director Kristine L. Svinicki received a grant of 464.2047 deferred stock units as part of her quarterly director equity retainer under the Southern Company 2021 Equity and Incentive Compensation Plan. Each deferred stock unit represents the right to receive one share of Southern Company common stock.
The deferred stock units are paid into the Deferred Compensation Plan for Outside Directors and are settled in shares of common stock after she leaves the Board, according to her deferral elections. Following this award and related dividend reinvestments, she holds a total of 11,032.1291 deferred stock units.
Southern Company director Lizanne Thomas acquired additional deferred stock units as part of her board compensation. On the reported date, she received 464.2047 deferred stock units at a reference value of $96.94 per unit under the 2021 Equity and Incentive Compensation Plan. Following this grant and related dividend reinvestment, her total deferred stock unit holdings are 7,224.4488 units. These deferred stock units will be settled in shares of Southern Company common stock after her service on the Board ends, according to her elections under the Deferred Compensation Plan.
Southern Co director Dale E. Klein received a compensation grant of deferred stock units. On the reported date, he acquired 464.2047 deferred stock units at a reference value of $96.94 per unit under the Southern Company 2021 Equity and Incentive Compensation Plan.
The units are credited as a quarterly director equity retainer and are deferred pursuant to the Deferred Compensation Plan for Outside Directors. Each deferred stock unit represents the right to receive one share of Southern Company common stock, to be settled in shares after his service on the Board ends.