The Southern Company (SO) Proxy filing summary

Executive summary

• 2025 marked a transformative year with strong financial results, significant energy demand growth, and major investments in grid modernization and advanced technologies to support long-term growth and reliability.

• Over $80 billion is planned for capital investments over the next five years, focusing on strengthening the grid, expanding generation, and deploying advanced technologies.

• Customer-centric initiatives included maintaining rate stability, advancing energy efficiency, and supporting communities through philanthropic and workforce development efforts.

• The company received national recognition for reliability and safety, with industry-leading outage rates and a strong safety record.

Voting matters and shareholder proposals

• Stockholders are asked to elect 12 directors, approve executive compensation (Say on Pay), ratify Deloitte & Touche as auditor for 2026, and vote on four amendments to the Restated Certificate of Incorporation (increase authorized common stock, authorize preferred stock, officer exculpation, and miscellaneous modernizations).

• Three shareholder proposals are up for vote: requiring an independent board chairman, a report on data center costs, and a report on climate due diligence; the Board recommends voting against all three.

Board of directors and corporate governance

• The Board is composed of 12 nominees with diverse expertise in finance, technology, energy, governance, and human capital management; 11 of 12 are independent.

• Recent board refreshment added six new directors since 2023, balancing experience and new perspectives.

• Governance practices include annual director elections, majority voting, proxy access, no poison pill, and regular board and committee self-evaluations facilitated by an independent third party.

• The combined Chairman and CEO role is currently held by Chris Womack, with a strong Lead Independent Director providing robust oversight.