Form 8-K · Current report
Southern Company 8-K, filed Oct 22, 2026
- Filed
- CIK
- 0000092122
- Accession no.
- 0000092122-26-000065
Summary
The Southern Company board amended and restated the company's bylaws effective October 20, 2026, tightening the requirements for stockholders to request special meetings and to submit director nominations or other business, including reflecting the SEC's universal proxy rules under Exchange Act Rule 14a-19 and designating the Delaware Court of Chancery and U.S. federal courts as exclusive forums for certain claims. Under the amended bylaws, the advance notice window for stockholder nominations or other business at Southern Company's 2027 annual meeting runs from January 13, 2027 to February 12, 2027.
Key points
- Stockholders requesting a special meeting must now own the requisite percentage of shares on a net long basis and have held them for at least one year before delivering the request.
- The bylaws reserve the white proxy card solely for use by the board and allow stockholder nominations at a special meeting only if directors are to be elected at that meeting.
- Advance-notice submissions for annual meetings must be made not less than 90 days and not more than 120 days before the first anniversary of the prior year's annual meeting.
- The amended bylaws are attached as Exhibit 3.1 to the Form 8-K.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
- 8.01Other Events
- 9.01Financial Statements and Exhibits
From the filing
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 20, 2026, the Board of Directors (the “Board”) of The Southern Company (the “Company”) amended and restated the Company’s By-Laws (as so amended and restated, the “Amended and Restated By-Laws”), which were immediately effective. The amendments, among other things: •update certain requirements under the special meeting provisions related to stockholders’ ability to request that a special meeting of the stockholders of the Company be called, including: ◦requiring a stockholder submitting a written request to call a special meeting to own the Requisite Percentage (as defined in the Amended and…
An excerpt of the text as filed with the SEC, cut for length.
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