soshareholder8k.htm
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 26, 2010                                           

 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 26, 2010.  At the meeting, stockholders elected all 11 of the directors nominated by the Board of Directors.  Each director received a greater number of votes cast “for” election than votes “withheld” from election as reflected below.  In addition, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2010 and approved:
 
 
(1)
an amendment to the By-Laws of the Company to adopt a majority vote standard and eliminate cumulative voting in uncontested director elections;

 
(2)
an amendment to the Company’s Certificate of Incorporation to eliminate cumulative voting in elections of directors; and

 
(3)
an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock.

The two stockholder proposals that were presented at the meeting are briefly discussed below and were not approved.  For more information on the proposals, see the Company’s proxy statement dated April 13, 2010.

 
 
 

    Set forth below are the final voting results for each of the proposals.
 
No. 1 -  Election of director nominees

Director
Votes For
  
Votes Withheld
Broker Non-Votes
         
Juanita Powell Baranco
446,308,865
  
   8,801,990
207,746,357
Jon A. Boscia
449,408,843
  
   5,702,012
207,746,357
Henry A. Clark III
448,724,213
  
   6,386,642
207,746,357
H. William Habermeyer, Jr.
448,737,852
  
   6,373,003
207,746,357
Veronica M. Hagen
441,494,885
  
 13,615,970
207,746,357
Warren A. Hood, Jr.
449,258,651
  
   5,852,204
207,746,357
Donald M. James
395,289,237
  
 59,821,618
207,746,357
J. Neal Purcell
448,591,822
  
   6,519,033
207,746,357
David M. Ratcliffe
443,516,566
  
 11,594,289
207,746,357
William G. Smith, Jr.
449,415,351
  
   5,695,504
207,746,357
Larry D. Thompson
446,462,746
  
   8,648,109
207,746,357

No. 2 - Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2010

Votes For
  
Votes Against
  
Abstentions
  
Broker
Non-Votes
 
604,559,514
  
5,989,333
  
52,308,365
  
0


No. 3 - Proposal to amend the By-Laws of the Company to adopt a majority vote standard and eliminate cumulative voting in uncontested director elections.

Votes For
  
Votes Against
  
Abstentions
  
Broker
Non-Votes
 
606,729,455
  
49,111,456
  
7,016,301
  
0


No. 4 - Proposal to amend the Company’s Certificate of Incorporation to eliminate cumulative voting in election of directors

Votes For
  
Votes Against
  
Abstentions
  
Broker
Non-Votes
 
611,669,040
  
43,957,067
  
7,231,105
  
0



 
 
 

No. 5 - Proposal to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock

Votes For
  
Votes Against
  
Abstentions
  
Broker
Non-Votes
 
572,953,518
  
34,941,363
  
54,962,331
  
0

No. 6 - Stockholder Proposal regarding a climate change environmental report

Votes For
  
Votes Against
  
Abstentions
  
Broker
Non-Votes
 
38,094,665
  
347,780,889
  
69,235,301
  
207,746,357

No. 7 - Stockholder Proposal regarding a coal combustion byproducts environmental report

Votes For
  
Votes Against
  
Abstentions
  
Broker
Non-Votes
 
80,883,224
  
303,993,233
  
70,234,398
  
207,746,357


 

Item 9.01.                      Financial Statements and Exhibits.
 
(d)      Exhibits
 
 
3.1
Certificate of Amendment to the Certificate of Incorporation of the Company effective May 27, 2010.

 
3.2
By-Laws of the Company, as amended effective May 26, 2010.

 
 
 


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:          June 1, 2010
THE SOUTHERN COMPANY
 
 
 
By      /s/Melissa K. Caen
               Melissa K. Caen
            Assistant Secretary