The Southern Company filed a Current Report on Form 8-K with the Securities and Exchange Commission on October 20, 2026, announcing that its Board of Directors has amended and restated the Company’s By-Laws. The amendments, which became effective immediately upon filing, update various procedural and informational requirements for stockholders.
Key changes include updates to special meeting provisions. The filing states that a stockholder requesting a special meeting must own the Requisite Percentage of shares on a net long basis and hold them for at least one year prior to the request. Additionally, a special meeting request is invalid if received during a specific 180-day window, which now begins 90 days prior to the first anniversary of the preceding year’s annual meeting and ends 90 days after that anniversary.
The By-Laws were also updated to reflect the universal proxy rules under Exchange Act Rule 14a-19. This includes requiring stockholders making nominations to disclose whether they will comply with these rules and providing that nominations will be disregarded if compliance is not confirmed. The filing also sets specific timeframes for submitting nominations for the 2027 Annual Meeting, requiring notice to be provided no earlier than January 13, 2027, and no later than February 12, 2027.
Other amendments clarify that the Board, rather than the presiding officer, will determine if a proposal or nomination complies with the By-Laws. The voting standard for matters other than director elections is set at the affirmative vote of a majority of votes properly cast, unless a different standard is required by the Certificate of Incorporation or applicable law. The filing also establishes the Court of Chancery of the State of Delaware as the exclusive forum for certain intracorporate matters and federal district courts as the exclusive forum for Securities Act claims.
