The Southern Company (SO) Proxy Filing summary

Executive summary

• Achieved strong financial results in 2024, with adjusted EPS at the top end of guidance and a 3.5% dividend yield; added 57,000 new residential electric customers and 26,000 new natural gas customers.

• Plant Vogtle Unit 4 entered commercial operation, making it the largest generator of clean energy in the U.S.; significant investments in grid reliability, battery storage, and renewables continued.

• Maintained top quartile total shareholder return (TSR) among utility peers over multiple periods; increased market capitalization by $17 billion and paid $9 billion in dividends from 2022-2024.

• Advanced net zero by 2050 goal, achieving a 49% reduction in Scope 1 GHG emissions from 2007 levels by 2024; expanded renewables and storage to 12,500 MW in operation.

• Invested over $85 million in community grants and supported economic development initiatives resulting in 20,000 jobs and $14 billion in investments in 2024.

Voting matters and shareholder proposals

• Stockholders will vote to elect 13 directors, approve executive compensation (Say on Pay), ratify Deloitte & Touche as auditor, and amend the certificate of incorporation to reduce the supermajority vote requirement to a majority vote.

• Four shareholder proposals will be considered: simple majority vote, net zero audit, disclosure of fossil fuel assumptions, and a report on workforce civil liberties; the Board recommends voting against all four.

Board of directors and corporate governance

• Board comprises 13 nominees, 12 of whom are independent; recent refreshment added five new directors in three years, with a focus on diversity and relevant expertise.

• Board committees are fully independent and oversee key areas: audit, compensation, finance, governance, operations, and security.

• Board leadership structure combines Chairman and CEO roles, with a strong Lead Independent Director providing oversight and facilitating independent board sessions.

• Annual board and committee self-evaluations are conducted, and director stock ownership guidelines are enforced.