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Letter from our Independent Directors

Dear Fellow Stockholders:
As independent Directors, we strive to govern Southern Company in a prudent and transparent manner with a commitment to sound governance principles. We thank you for your confidence in us, as your representatives. Oversight of Long-Term Strategy One of our Board’s primary responsibilities is overseeing Southern Company’s strategy of maximizing long-term value to stockholders through an employee-, customer-, community- and relationship-focused business model. At each Board meeting and during our regular strategy sessions, we contribute to management’s strategic plan by engaging senior leadership in robust discussions about overall strategy, business priorities and material long-term risks and growth opportunities. In 2020 and continuing today, the COVID-19 pandemic has presented unique challenges, but we are proud of how the Company has responded and the resilience we have seen across the organization. We actively sought to support management as it prioritized the health and safety of our customers, neighbors and employees, while continuing to provide clean, safe, reliable and affordable energy. This past year also made clear that the struggle for racial equality continues. As a Board, we strongly supported the management team as they made clear Southern’s commitment that racism will not be accepted, ignored or dismissed. Throughout the year we continued our focus on the construction of Plant Vogtle Units 3 and 4, which included added complexity presented by the pandemic. We also continued our robust dialogue with management on economically decarbonizing the Southern Company system’s diverse generating fleet and the risks and opportunities for Southern in a low-carbon future. These efforts resulted in the May 2020 update of our long-term GHG emissions reduction goal to net zero emissions by 2050 and the September 2020 publication of the Implementation and Action Toward Net Zero report. In addition, we maintained our focus on core operations, constructive regulatory relationships and employee safety and well-being. By helping management address near-term priorities and obstacles while maintaining a long-term outlook, we are best able to support our common goal of creating enduring long-term value for customers, employees and stockholders alike. Our Board has been and will continue to be committed to the oversight of long-term strategy for the enterprise.	Corporate Governance and Risk Oversight We remain focused on Board refreshment, Board diversity and meaningful Board succession planning. We have a leading search firm engaged to assist our evergreen search for Board candidates. Since March 2018, we have added four new independent Directors and three directors have retired. In 2020, we welcomed Colette D. Honorable to our team of Directors. Her extensive energy policy and regulation experience are additive to our Board. Effective at the annual meeting, Steven R. Specker and Jon A. Boscia will retire from the Board, and we thank them for their years of dedicated service. The Board aims to further refresh its membership in the coming years, including a continued focus on diverse candidates. During 2020, we undertook a review of the collective qualifications, skills, attributes and experience that we desire on the Board with the aim of ensuring that they are aligned with oversight of long-term strategy and related risks and opportunities. We continued to oversee risk for the enterprise through our six standing committees and as a full Board. Each committee provides ongoing oversight for the most significant risks designated to it, reports to the Board on its oversight activities and elevates review of risk issues to the Board as appropriate. For many key strategic issues, including climate risk, each Board committee considers issues within the scope of its responsibilities, and we have taken steps to promote the Board’s overall oversight as both deep and coordinated. Stockholder Engagement We maintained our focus on regularly communicating with our stockholders to better understand their viewpoints, gather feedback regarding matters of investor interest and help them understand how we approach our oversight role at Southern. We appreciate that stockholders have a growing list of governance and sustainability topics they wish to discuss and that direct engagement with independent Directors on behalf of the Board is a priority. We remain committed to effective engagement with our investors. In 2020, independent Directors directly engaged (without the CEO present) with stockholders representing about 25% of our outstanding shares. The primary topics discussed included our pandemic response, how the Board oversees our strategy to reduce carbon emissions, executive compensation and human capital management. Thank you for the trust you place in us. We are grateful for the opportunity to serve Southern Company on your behalf.

Dr. Janaki Akella	Juanita Powell Baranco	Jon A. Boscia	Henry A. Clark III	Anthony F. Earley, Jr.	David J. Grain	Colette D. Honorable
Donald M. James	John D. Johns	Dr. Dale E. Klein	Dr. Ernest J. Moniz	William G. Smith, Jr.	Dr. Steven R. Specker	E. Jenner Wood III

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Notice of Annual Meeting of Stockholders of Southern Company

	DATE AND TIME Wednesday, May 26, 2021 10:00 a.m., ET
	Internet ACCESS THE ANNUAL MEETING www.proxyvote.comStockholders may participate in the virtual annual meeting by logging in at 24/7www.virtualshareholdermeeting.com/SO2021
	RECORD DATE Stockholders of record at the close of business on March 29, 2021 are entitled to attend and vote at the annual meeting. On that date, there were 1,059,661,292 shares of common stock of Southern Company outstanding and entitled to vote.
	On April 12, 2021, these proxy materials and our annual report are being mailed or made available to stockholders.

Every Vote is Important to Southern Company
We have created an annual meeting website at southerncompanyannualmeeting.com to make it easy to access our 2021 annual meeting materials. At the annual meeting website you can find an overview of the items to be voted, the proxy statement and the annual report to read online or to download, as well as a link to vote your shares.

Even if you plan to participate in the virtual annual meeting, please vote as soon as possible by internet or by telephone or, if you received a paper copy of the proxy form by mail, by signing and returning the proxy form.

Vote by Mail If you received a paper copy of the proxy form by mail, you can mark, sign, date and return the proxy form in the enclosed, postage-paid envelope.

	Vote by Internet or Telephone
Voting by internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. Internet www.proxyvote.com (24/7) Telephone 1-800-690-6903 (24/7)

By Order of the Board of Directors.
April 12, 2021

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Stockholders to be held on May 26, 2021: The proxy statement and the annual report are available at investor.southerncompany.com.

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Proxy Voting RoadmapOur Company

We are one of America’s premier energy companies, with 42,000 megawatts of electric generating capacity and 1,500 billion cubic feet of combined natural gas consumption and throughput volume serving 9 million customers through our subsidiaries, a competitive generation company serving wholesale customers across America and a nationally recognized provider of customized energy solutions, as well as fiber optics and wireless communications.

42,000 MW of generating capacity Capabilities in 50 States 9 Million customers Approximately 28,000 employees 7 electric & natural gas utilities		Major Subsidiaries
		1.5 million electric utility customers	2.6 million electric utility customers	188,000 electric utility customers
		11,920 MW of wholesale solar, wind, natural gas and clean alternative technology provider in 13 states	A national leader in distributed infrastructure technologies doing business nationwide	An innovative leader among the nation’s nuclear energy industry
		Wireless communications service	4.3 million natural gas distribution customers across four state-regulated, wholesale and retail energy businesses and gas storage facilities in the U.S. ►Atlanta Gas Light (GA) ►Chattanooga Gas (TN) ►Nicor Gas (IL) ►Virginia Natural Gas (VA)
		See the inside back cover of this proxy statement for a map of our service territories.

Our Strategy

We are one of America’s premier energy companies, delivering clean, safe, reliable and affordable energy to our electric and natural gas customers through our state regulated utilities. Our strategy is to maximize long-term value to stockholders through a customer-, community- and relationship-focused business model that is designed to produce sustainable levels of return on energy infrastructure.

Southern Company is committed to providing clean, safe, reliable and affordable energy, with a focus on reducing GHG emissions. Since 2007, the percentage of energy generated from coal across our system has decreased approximately 75% and the percentage of energy generated from carbon-free sources has increased 113%.

Annual Energy Mix*		*	Annual energy mix represents all of the energy the Southern Company system uses to serve its retail and wholesale customers during the year. It is not meant to represent delivered energy mix to any particular retail customer or class of customers. Annual energy mix percentages include non-affiliate power purchase agreements. Renewables/Other category includes wind, solar, hydro, biomass and landfill gas. With respect to certain renewable generation and associated renewable energy credits (RECs), to the extent an affiliate of Southern has the right to the RECs associated with renewable energy it generates or purchases, it retains the right to sell the energy and RECs, either bundled or separately, to retail customers and third parties.

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Our 2020 Performance

Outstanding Response and Resiliency During Unprecedented Times
Despite extraordinary circumstances in 2020 due to the COVID-19 pandemic and an exceedingly busy storm season, our business model demonstrated substantial resilience, delivering outstanding service to customers, providing excellent operational reliability and achieving strong financial performance. We were well-prepared to quickly adjust and executed COVID-19 pandemic plans across all businesses, maintaining the Southern Company system’s critical operations while also emphasizing employee, customer and community safety.

Delivered Strong Financial Results and Created Value for Stockholders
Our goal is to deliver long-term value to stockholders with appropriate risk-adjusted TSR. During 2020, we made thoughtful, effective adjustments to our business that allowed us to weather the COVID-19 pandemic. By continuing to prioritize the well-being of our employees, customers and communities, we maintained our strong track record of reliability, Georgia Power made meaningful progress at Plant Vogtle Units 3 and 4 and we successfully executed our financial plan.

		Reduced GHG Emissions and Committed to Net Zero by 2050

Our strategy includes the continued development of a diverse portfolio of energy resources to serve customers and communities reliably and affordably with a focus on reducing GHG emissions.

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Southern Company 2021 Proxy Statement
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Earnings per Share ($)		Dividends Paid per Share ($)
			Increased 8 cents in 2020 Paid $2.7B to stockholders in 2020

Continued Progress at Georgia Power’s Plant Vogtle Units 3 and 4 Construction Project
At Plant Vogtle Units 3 and 4, major milestones were completed despite significant impacts from the pandemic on our workforce and site construction productivity.

Excelled at the Fundamentals
Our operating subsidiaries continued to rank in the top quartile on the Customer Value Benchmark Survey and were recognized among the most highly rated utilities for customer satisfaction and for best practices in COVID-19 Customer Communication by J.D. Power.

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Our 2020 Performance
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Our Environmental and Social Highlights
Our GHG Reduction Goals In 2018, we set an interim goal to reduce system-wide GHG emissions by 50% by 2030 (from 2007 levels) and a long-term goal of low- to no- carbon emissions by 2050. Since 2018, the discourse around decarbonization efforts in the U.S. and beyond, including with our Board and stakeholders, has evolved to incorporate concepts related to negative carbon technologies. In 2020, as a result of this evolution and our evaluation of opportunities to incorporate net zero concepts into our long-term strategy, we updated our long-term GHG emissions reduction goal to net zero emissions by 2050. We believe our path to net zero by 2050 will be achieved through: ►Continued coal transition ►Utilization of natural gas to enable fleet transition ►Further growth in portfolio of zero-carbon resources ►Negative carbon solutions ►Enhanced energy efficiency initiatives ►Continued investment in R&D focused on clean energy technologies In 2020, we achieved a 52% reduction in GHG emissions driven by a combination of reduced demand due to the pandemic, mild weather and the continued deployment of zero-carbon resources. We expect to reach a sustainable reduction of 50% by 2025, or possibly earlier. Protecting our Workforce Throughout 2020 In 2020, we faced a global health pandemic, an economic downturn and social and political unrest that impacted our communities and our nation. These events placed mental, physical and financial burdens on many of our employees. Throughout the year and into 2021, we faced each issue head-on and established a robust communication pipeline that kept employees informed and updated about issues facing the Company and the community. ►In response to the pandemic, we developed a pandemic playbook for Southern Company that was ultimately leveraged and deployed by several peer utilities. Key elements included extensive CDC-compliant safety programs at our operational sites, coverage of all COVID-19 testing through our benefit plans and new well-being toolkits with resources addressing stress management, exercising, healthy eating and working from home.					Board Oversight of ESG Our Board is engaged in overseeing our business strategies and related risks and opportunities, which includes ESG topics. Our Committee structure facilitates oversight of issues that impact many areas of our business. Committees report out to the full Board on key issues. Examples of ESG oversight include: ►The Operations, Environment and Safety Committee has primary oversight of strategies to reduce carbon emissions, fleet transition system reliability and safety. ►The Finance Committee has primary oversight over capital investment, including alignment with our climate objectives. ►The Compensation and Management Succession Committee has primary oversight over human capital management, including our diversity, equity and inclusion initiatives. ►The Nominating, Governance and Corporate Responsibility Committee has primary oversight over the Company’s practices and positions to advance its corporate citizenship, including environmental, sustainability and corporate social responsibility initiatives.

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Southern Company 2021 Proxy Statement
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$1.5 billion in diverse spend We spend approximately $1.5 billion annually with diverse suppliers, representing approximately 25% of sourceable procurement spend. 200,000 volunteer hours In an average year, our retirees and employees dedicate approximately 200,000 hours of volunteer service to improve the communities we serve. $65 million in total giving We make direct corporate contributions and endow and fund independent, nonprofit company foundations that contribute to arts and culture, health and human services, civic and community projects, safety, education and the environment. Total giving across the system typically exceeds $65 million annually.

►We have utilized new 401(k) and healthcare legislation to help ensure employee financial stability during the pandemic. We leveraged our existing innovative and comprehensive benefit programs and technologies for quick and easy remote access to physical, mental and financial help. ►Throughout the year, we continued regular communication with employees throughout the organization, including town hall meetings led by our CEO and the CEOs of our operating subsidiaries and regular emails providing updates with reminders of key benefits and descriptions of new well-being toolkits. ►Racism has no place in our Company nor in our communities. We acknowledge that we must do our part, and that starts with our employees, customers and partners. During 2020, we moved quickly to enhance our efforts to address racial equity as described below, and we recognize that this work must continue in 2021 and beyond. ►In addressing the 2020 elections and events that followed, including in early 2021, we communicated with our employees and stakeholders that our belief in government, respect for the democratic process and adherence to the rule of law always have been part of our core principles. We are constantly evaluating our engagement efforts with policy makers to ensure they are informed by these ideals and adhere to the uncompromising values we follow as a business – honesty, respect, fairness, integrity and the value of diversity. We are a Citizen Wherever We Serve We are committed to supporting and improving our communities while conducting business with honesty, integrity and fairness. In 2020, our commitments to safety, outreach and engagement allowed us to quickly respond to needs in our communities arising from the pandemic. ►Our operating companies worked closely with customers offering special payment plans for those with past-due account balances and delaying disconnects. ►We implemented health protocols that helped our field employees protect themselves, our customers and communities while continuing to provide essential electric and gas services and maintain reliability. ►We are working with relief organizations in several states to help lessen the health, community and economic impacts of COVID-19. Southern Company and its subsidiaries are targeting a COVID-19 relief commitment of nearly $10 million in foundation and other charitable contributions in the areas of food insecurity, homelessness and displaced workers. In addition to financial support, our employees have logged thousands of volunteer hours to assist those impacted by the pandemic. Our Commitment to Racial Equity In 2020, we strengthened our holistic approach to diversity, equity and inclusion and focused on building a healthy and diverse culture, as described in Our Human Capital Beliefs on page 8. We are also proud of our ongoing commitment to foster racial justice. We are committed to be a role model among companies forging change. Following events last year highlighting racial injustice in our society, we have developed a framework, posted on our website, which confirms our collective commitment to racial equity. Key efforts include: ►Talent: Committing to a diverse, equitable and inclusive workplace to better serve our customers and communities; increase and improve outreach, recruitment, hiring and retention of diverse groups at all levels of the workforce; help ensure equity in leadership development programs; and seek diverse candidate slates for all positions, including management roles ►Culture: Committing to promote an actively anti-racist culture and to help ensure that all groups, and especially historically underrepresented and marginalized groups, are well-represented, included and fairly treated within all levels of the organization and that everyone feels welcomed, valued and respected

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Our 2020 Performance
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►Community: Committing $200 million over five years to advance racial equity and social justice in our communities with a focus on criminal justice reform, economic empowerment and the advancement of educational equality. This includes a planned donation of $50 million to historically black colleges and universities (HBCUs) in our service territories. As part of this commitment, the Southern Company Foundation announced a partnership with Apple with each company investing $25 million to launch the Propel Center, a new digital learning hub, business incubator, and global innovation headquarters located in Atlanta for students of HBCUs throughout the nation. ►Political Engagement: Advocating for racial equity through our political engagement, policy positions and ongoing public dialogues ►Suppliers: Aiming to increase our minority business enterprise spend to 20% and total diverse spend to 30% by 2025 and committing to developing and doing business with more Black-owned businesses in our industry and communities Our Commitment to Transparency We recognize the value our investors and stakeholders place on transparency, and we are committed to continued enhancements. In September 2020, we published an updated climate report, Implementation and Action Toward Net Zero, which included disclosure responsive to recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), and we added a number of disclosures to our website over the last year in response to investor feedback. These new additions include disclosure aligned to TCFD, the standards of the Sustainability Accounting Standards Board (SASB) and the Edison Electric Institute (EEI) ESG/ Sustainability Reporting Template. We actively review reports and ratings issued by ESG data providers and identify disclosures that can inform their analyses. As a result of these efforts, we have seen an increase in our ratings over the past few years. ►Our MSCI ESG rating has improved from BBB to AA. ►We earned a score of A- from the CDP Climate Change Disclosure for our environmental transparency and leadership within the North America region and thermal power generation sector. This represents a significant improvement since we restarted reporting to CDP in 2018. We continue to engage with our investors and stakeholders to focus on providing meaningful disclosures. Our Sustainable Financing Framework In January 2021 we became the first large cap utility in the U.S. to publish a Sustainable Financing Framework, and in the first quarter our subsidiaries issued both Green and Sustainable bonds totaling $1.15 billion in principal amount. This framework highlights Southern’s ongoing commitment to a wide range of sustainability and social issues and should allow us to leverage our work in these areas to help optimize our balance sheet and benefit customers. ►In January 2021, Southern Power issued a $400 million green bond with net proceeds to be allocated to fund development of its robust renewables energy portfolio. ►In February 2021, Georgia Power issued the first sustainability bond for a domestic utility in the United States. With net proceeds of approximately $743 million to be allocated to fund sustainable projects such as our spending with diverse and small business suppliers and our investments in renewable energy projects, the bond aligns with our ongoing commitments to the community and the continued growth of Georgia Power’s solar portfolio, one of the largest voluntary renewable portfolios in the country.

$3.9 billion in green bonds The Southern Company system has issued a combined total of nearly $3.9 billion in green bonds, which ranks within the top five among all U.S. corporate green bond issuers

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Diversity, Equity & Inclusion

Rewards & Well-Being

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Talent Development

Workforce Sustainability

Community

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Significant Recognition for our Accomplishments From innovating our industry to making strides in sustainable energy, human capital management and corporate culture, we are recognized as a leader by customers, partners, investors and employees as well as the broader business, science and technology communities.
		Human Capital and Corporate Culture

Among the Top 50 Companies for Diversity by DiversityInc. (5th consecutive year)

Ranked No. 2 in G.I. Jobs magazine 2020 Top 100 Military-Friendly Employers

►	Top-ranked utility for 14th consecutive year, and 3rd consecutive year in the Gold Top 10

2020 Best Places to Work for Disability Inclusion by The Disability Equality Index (perfect score for the 4th consecutive year)

Southern Company recognized in the Wall Street Journal Management Top 250

Listed on the 2020 Best Diversity Practices Index

A 2020 Best Place to Work for LGBTQ Equality by Human Rights Campaign’s Corporate Equality Index (4th consecutive year)

2020 Best Places to Work in IT by IDG’s Computerworld

2020 Top 50 Employer by Minority Engineer magazine

Mississippi Power won two of the Southeastern Electric Exchange’s five industry safety awards in 2020

Three executives recognized in 2020 Atlanta’s Top 100 Black Women of Influence by the Atlanta Business League

	Customer Satisfaction

Georgia Power ranked No. 2 by J.D. Power for 2020 Business Customer Satisfaction among Large Utilities in the South

Chattanooga Gas, Nicor Gas and Virginia Natural Gas named as 2020 Most Trusted Business Partners in the utility industry by The Cogent Syndicated Utility Trusted Brand & Customer Engagement™: Business study from Escalent

	Governance & Leadership

2020 World’s Most Admired

Companies by FORTUNE magazine for the 9th consecutive year

2020 Most Transparent Utility, No. 6 overall for corporate disclosure and No. 2 for Best Investor Relations Website in Labrador’s 2020 Transparency Awards

Alabama Power recognized as 2020 Company of the Decade by the Birmingham Business Journal

	Sustainability & Community Partnerships

Partners for Environmental Progress (PEP) awarded the Environmental Stewardship Award in 2020 to the Alabama Power Plant Barry Environmental Stewardship Team

Plant Scherer was awarded the 2020 Waste to Energy Award by the Georgia Chapter of the Solid Waste Association of North America

The National Association of Secretaries of State recognized Alabama Power with the Medallion Award in 2020 for efforts following Hurricane Zeta to ensure polling locations had power for a smooth and successful election

Edison Electric Institute (EEI) awarded the Emergency Assistance Award and Emergency Recovery Award to Alabama Power for power restoration efforts after Hurricane Laura and Hurricane Sally in 2020

	Innovation & Technology

Virginia Natural Gas won the 2020 Excellence in Outreach Innovation Award for its enhanced communication platform, Keep Me Informed -Department of Mines, Minerals and Energy Awards (DMME) and Virginia Oil and Gas Association (VOGA)

Alabama Power was awarded the 2020 Smart Grid Award by POWER magazine for their Smart Neighborhood at Reynolds Landing

Georgia Tech Microgrid was recognized by Public Utilities Fortnightly magazine in their 2020 Smartest Utility Projects

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Proxy Voting Roadmap
ITEM 1	Election of 13 Directors								✓ The Board recommends a vote FOReach nominee for Director See page 2217 ►
	Election of 15 Directors
	►	The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated 1513 of the Directors currently serving for re-election to the Southern Company Board of Directors.
		►—	Janaki Akella	►Thomas A. Fanning —	►ErnestDavid J. Moniz Grain	—	Dale E. Klein
		►—	Juanita Powell Baranco	►David—	Colette D. Honorable	—	Ernest J. Grain	►William G. Smith, Jr. Moniz
		►Jon—	Henry A. BosciaClark Ill	►—	Donald M. James	►Steven R. Specker —	William G. Smith, Jr.
		►Henry A. Clark Ill —	►Anthony F. Earley, Jr.	—	John D. Johns	►Larry D. Thompson —	E. Jenner Wood Ill
		►Anthony F. Earley, Jr. —	►Dale E. Klein Thomas A. Fanning	►E. Jenner Wood Ill
	►	Each nominee holds or has held senior executive positions, maintains the highest degree of integrity and ethical standards and complements the needs of the Company and the Board.
►	Through their positions, responsibilities, skills and perspectives, which span various industries and organizations, these nominees represent a Board of Directors that is diverse and possesses appropriate collective qualifications, skills, knowledge and experience.

Item ITEM 2								The Board recommends a vote FORthis proposal See page 83 ►
	Advisory Vote to Approve Executive Compensation (Say on Pay)			✓ The Board recommends a vote FOR this proposal See page 93 ►
	►	We believe our compensation program provides the appropriate mix of fixed and at-risk compensation. Our
►	The short- and long-term performance-based compensation program for our CEO ties pay to Company performance, rewards achievement of financial and operational goals, relative TSR and relative total shareholder return (TSR),progress on meeting our GHG reduction goals, encourages individual performance that is in line with our long-term strategy, is aligned with stockholder interests and remains competitive with our industry peers.

Item ITEM 3	Approve the 2021 Equity and Incentive Compensation Plan (2021 Omnibus Plan)								✓ The Board recommends a vote FORthis proposal See page 8594 ►
	►	The Southern Company 2021 Equity and Incentive Compensation Plan (2021 Omnibus Plan) will be used to grant incentive compensation to employees of the Southern Company system and non-employee directors of Southern and its subsidiaries.
	►	The Board approved the 2021 Omnibus Plan, subject to approval by stockholders at the annual meeting. If approved, the 2021 Omnibus Plan will succeed the 2011 Omnibus Plan.

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Item 4 ITEM 5								The Board recommends a vote FORthis proposal See page 88 ►
	Approve an Amendment to the Restated Certificate of Incorporation to Reduce the Supermajority Vote Requirement to a Majority Vote			✓ The Board recommends a vote FOR this proposal See page 106 ►
	►	A supermajority vote requirement like the one contained in Article Eleventh of the Restated Certificate of Incorporation (Certificate of Incorporation or Certificate) historically has been intended to facilitate corporate governance stability and provide protection against self-interested action by large stockholders by requiring broad stockholder consensus to make certain fundamental changes.
►	As corporate governance standards have evolved, many stockholders and commentators now view a supermajority requirement as limiting the Board’s accountability to stockholders and the ability of stockholders to effectively participate in corporate governance.

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10   Southern Company20192021 Proxy Statement

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Southern Company Board of Director Nominees

investor.southerncompany.com   

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Southern Company Board of Directors2021 Proxy Statement
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Board of DirectorsDirector Nominees Qualifications, Attributes, Skills and Experience

We believe effective oversight comes from a Board that represents a diverse range of experience and perspectives that provides the collective qualifications, attributes, skills and experience necessary for sound governance.The Nominating, Governance and Corporate Responsibility Committee establishes and regularly reviews with the Board the qualifications, attributes, skills and experience that it believes are desirable to be represented on the Board to help ensure that they align with the Company’s long-term strategy. The most important of these are described below.

We believe our Directors possess a range and depth of expertise and experience to effectively oversee the Company’s operations, risks and long-term strategy.The most important of these are described below.

	Audit, Finance and TransactionalPUBLIC COMPANY CEO EXPERIENCE AccuratelyExperience serving as a public company CEO with strong business acumen and transparently reporting ourjudgment.	5/13
	AUDIT COMMITTEE FINANCIAL EXPERT Experience as a principal financial performance and overseeing theofficer, principal accounting officer, controller, public accountant or auditor of a public company or experience actively supervising such person or persons. Experience preparing, auditing, of our financial statements are important to us. Our Board includes Directors with experience in understanding complexanalyzing or evaluating public company financial statements and an understanding of a company’s internal controls.controls and procedures for financial reporting.	Effective allocation5/13
	GEOGRAPHIC REGIONAL Understanding and experience working in the business and political environment of capital, including our major capital projects, is athe Company’s residential, commercial and industrial customer base.	7/13
	NATIONAL SECURITY CLEARANCE Holding active national security clearances such that one can provide effective oversight on key partsecurities issues for the Company as an important component of our long-term strategic success. We believe DirectorsU.S. critical infrastructure.	4/13
	SOUTHERN OPERATING COMPANY BOARD EXPERIENCE Experience serving on the board of directors of one of the Company’s operating companies.	4/13
	BUSINESS INTEGRATION Demonstrated leadership and operational experience with experience in finance, accounting, banking and risk management are critical to overseeing these matters. Directors with public company merger, acquisitionthe integration and disposition experience are particularly important to the creation of stockholder value through the continued integration of the businesses we have acquired, the disposition of our former businesses and the consideration of potential future strategic opportunities.business divisions.		8/13
	CEO and Senior Executive LeadershipCYBERSECURITY We believe Directors with relevant Chief Executive Officer or senior executive management experience bring the deep leadership qualificationsExperience and skills necessarycontemporary understanding of asymmetrical cyber threats (both to execute our strategic imperatives that drive long-term value. These Directors know how organizations workprivate and understand how to effectively motivategovernmental actors), risk mitigation and retain individual leaders. They also have the ability to recognize and develop leadership skills in others.policy gained through operational experience.		5/13
	Corporate Governance and Service on Public Company BoardsENVIRONMENTAL Our Board includes Directors with significant experience in public company corporate governance mattersExposure and service on other public company Boards. These Directors bring knowledge about Board refreshment, independent Board leadership, Board agenda setting and Board and management succession planning that is critical to the governance of our complex business.
Governmental Affairs, Regulation and Policy Our business is subject to extensive regulation by federal, state and local entities. Directors with experience working effectively with, or having leadership positions within, legislative and executive agencies at the local, state and federal levels, as well as other stakeholders relevant to our industry, are key to our ability to maintain respected regulatory relations and our reputation for doing the right thing. Directors with a deep understanding of or experience with, the oversight of environmental policy, regulation, risk and business operation matters permit us successfully to navigate these areas andin highly regulated industries. Experience reducing environmental risks to provide safe, reliable and responsible business operations. In addition, Directors with anAn in-depth understanding of the risks and opportunities for our Companyan organization in a low-carbon future provide valuable insights to our Board.future.		5/13
	Relevant Industry OperationsFINANCE/BANKING We are focusedExposure to deal-making (including in M&A), financial plans and programs and capital allocation experience, and familiarity with Wall Street and/or other major financial institutions.	8/13
	GOVERNMENT AFFAIRS AND REGULATORY Exposure to heavily regulated industries, having worked in public policy for a significant institution or leading a corporate function (e.g., government affairs) that influences the public policy and regulatory process, or a senior executive with experience directly managing one or more members of management engaged in such activities.	9/13
	MAJOR PROJECTS Experience overseeing, managing or advising on providing clean, safe, reliable and affordable energy to customers. Directors with leadership and operational experiencelarge scale capital projects in the electric utility industry bring a practical understandingindustrial sector. Knowledge of creating long-term value through the technical naturefinancing of and capital allocation for the business operations as well as oversight in implementing our business plan. Directors who previously served on the Boardconstruction of Directors of one of our operating companies have operations knowledge and experience about the Company that provide valuable insights to the Board.large-scale capital projects.	We continue to work to advance our country’s capability to generate nuclear power. To do this, we need Directors on our Board with deep7/13

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	NUCLEAR Deep knowledge and experience in the development, generationconstruction, operations and regulation of nuclear energy.	4/13
	TECHNOLOGY (DIGITAL) Demonstrated experience leading digital technology strategy, navigating associated disruption of legacy businesses and/or expertise in social media strategy, including knowledge of data analytics and associated IT infrastructure investments to support digital transformation.	4/13
	TECHNOLOGY (TECHNICAL) Deep knowledge and experience working with power generation technology, as well as an understanding of recent innovations in utility operational technology and technology disruptions affecting the utility industry.	2/13
	UTILITY OPERATIONS Experience in the management of electric and/or natural gas utilities, including expertise in electric power generation and transmission facilities and natural gas distribution and storage facilities, and proven experience navigating the risks (including financial, resiliency, health, safety and environmental) associated with utility operations.	3/13

	ITEM 1 We acquiredElection of 13 Directors
	►The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated 13 of the Directors currently serving for re-election to the Southern Company Gas in 2016, and we continue to evaluate opportunities within the midstream through downstream business in the natural gas industry. We believe it is important to include Directors with natural gas industry and operations experience. Board of Directors.
Major Projects Directors with oversight or management experience for major capital projects aimed at driving long-term value are important in overseeing our commitment of resources, management of risk and timely execution on such projects.	—Janaki Akella —Juanita Powell Baranco —Henry A. Clark Ill —Anthony F. Earley, Jr. —Thomas A. Fanning	—David J. Grain —Colette D. Honorable —Donald M. James —John D. Johns	—Dale E. Klein —Ernest J. Moniz —William G. Smith, Jr. —E. Jenner Wood Ill
	Security and Resiliency►Each nominee, if elected, will serve until the 2022 annual meeting of Operations stockholders. An understanding►The proxies named on the proxy form will vote each properly executed proxy form for the election of and background and exposure to the asymmetrical cyber and physical threats facing our operations and our industry is critical to ensuring both reliability and resiliency of our services and the safety and satisfaction of our customers and employees. In addition, Directors with active national security clearances enable13 Director nominees, unless otherwise instructed. If any named nominee becomes unavailable for election, the Board to provide effective oversight of key security issuesmay substitute another nominee. In that event, the proxy would be voted for our Company as an important component of U.S.-critical infrastructure.the substitute nominee unless instructed otherwise on the proxy form.
	Technology and New Economy ✓ The Board recommends a vote FOR Our businesses are innovating and changing rapidly, and technological advances play a significant role in these changes. We believe Directors with experience related to relevant technology innovations, including clean energy and storage solutions, provide insights neededeach nominee for us to continue to be successful. Directors with experience and understanding of the emerging digital economy and other potentially disruptive technologies provide valuable insights to the Board.Director

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Southern Company Board of Directors2021 Proxy Statement
18

Biographical Information about our Board of DirectorsNominees for Director

Age:58 Director since:2019 Board committees:Operations, Environmental and Safety; Business Security Subcommittee Other public company directorships:None
		Janaki AkellaIndependent INDEPENDENT
		Digital Transformation Leader, Google LLC, multinational technology company specializing in internet-related products
		Age: 60 Director highlightssince:  2019		Board committees: Operations, Environmental and Safety; Business Security and Resiliency Other public company directorships: None
DIRECTOR HIGHLIGHTS Dr. Akella’s qualifications include electrical engineering experience and knowledge, global business technology, data and data analytics analysis expertise.expertise and cybersecurity matters knowledge. Her experienceunderstanding and involvement with technology market disruptions is particularly valuable to the Board as the Southern Company system continues to develop innovative business strategies. ►On December 11, 2018, we announced that the Board elected Dr. Akella as an independent Director, effective January 2, 2019.		►Dr. Akella serves as the Digital Transformation Leader of Google LLC, a position she has held since 2017. At Google, Dr. Akella addresses challenges and complex technical issues arising from new technologies and new business models. ►Prior to joining Google, Dr. Akella held a number of leadership positions during a 17-year career at McKinsey & Company, where she most recently served as principal. She led and contributed to over 100 consulting engagements in North America, Europe, Asia and Latin America with multiple project teams and client executives. She began her career with Hewlett-Packard as a member of the system technology technical staff, engineer scientist and technical contributor. ►She previously served on the BoardBoards of the Guindy College of Engineering North American Alumni and is active in the Churchill Club.

		Juanita Powell Baranco   INDEPENDENT
		Executive Vice President and Chief Operating Officer, Baranco Automotive Group, large retailer of new and used high-end automobiles
		Age:7072 Director since: 2006		Board committee:Audit Other public company directorships:None (formerly a Director of Cox Radio, Inc., John H. Harland Company and Georgia Power)
Juanita Powell BarancoDIRECTOR HIGHLIGHTSIndependent Executive Vice President and Chief Operating Officer of Baranco Automotive Group, large retailer of new and used high-end automobiles Director highlights Ms. Baranco’s qualifications include senior leadership experience and governmental affairs knowledge and experience andas well as risk management experience as well as herand deep operations experience as a successful business owner and operator. Her legal experienceknowledge and background as a former assistant attorney generalAssistant Attorney General for the State of Georgia and her knowledge of our business from almost a decade of service on the Board of Directors of Georgia Power Company (Georgia Power or GPC) are also valuable to the Board.		►Ms. Baranco had a successful legal career, which included serving as Assistant Attorney General for the State of Georgia, before she cofounded the first Baranco automobile dealership in Atlanta in 1978. ►She served as a Director of Georgia Power, the largest subsidiary of the Company, from 1997 to 2006. During her tenure on the Georgia Power Board, she was a memberserved as Chair of the Controls and Compliance Committee (formerly known as the Audit Committee) and as a member of the Diversity, Executive and Nuclear Operations Overview Committees. ►She served on the Federal Reserve Bank of Atlanta Board for a number of years and also on the Boards of Directors of John H. Harland Company and Cox Radio, Inc. ►An active leader in the Atlanta community, she serves on the Board of the Commerce Club, the Woodruff Arts Center and the Buckhead Coalition. She is past Chair of the Board of Regents for the University System of Georgia and past Board Chair for the Sickle Cell Foundation of Georgia, and she previously served on the Board of Trustees for Clark Atlanta University and on the Advisory Council for the Catholic Foundation of North Georgia. Ms. Baranco is also active in the Women Energy Directors Network, WomenCorporateDirectors Foundation (Atlanta chapter) and the International Women’s Forum.

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Item 1: Election of 13 Directors
Southern Company Board of Directors19

Age:66 Director since:2007 Board committees:Nominating, Governance and Corporate Responsibility; Operations, Environmental and Safety Other public company directorships:None (formerly a Director of PHH Corporation, Sun Life Financial Inc., Armstrong World Industries, Lincoln Financial Group, Georgia Pacific Corporation and The Hershey Company)

Jon A. BosciaIndependent Founder and President, Boardroom Advisors, LLC (retired), board governance consulting firm Director highlights Mr. Boscia’s qualifications include senior leadership experience, financial expertise, corporate governance expertise, capital allocation knowledge and experience and risk management experience. As a former president and chief executive officer of large companies, he contributes important operations management and strategic planning perspectives. ►Mr. Boscia founded Boardroom Advisors, LLC in 2008. He served as President from 2008 until his retirement in February 2018. ►From September 2008 until March 2011, Mr. Boscia served as President of Sun Life Financial Inc. In this capacity, Mr. Boscia managed a portfolio of the company’s operations with ultimate responsibility for the United States, United Kingdom and Asia business groups and directed the global marketing and investment management functions. ►Previously, Mr. Boscia served as Chairman of the Board and Chief Executive Officer of Lincoln Financial Group, a diversified financial services organization, until his retirement in 2007. Mr. Boscia became the Chief Executive Officer of Lincoln Financial Group in 1998. During his time at Lincoln Financial Group, the company earned a reputation for its stellar performance in making major acquisitions. ►Mr. Boscia is a past member of the Board of PHH Corporation, where he was Chair of the Audit Committee and a member of the Regulatory Oversight Committee, past member of the Board of Sun Life Financial Inc., where he was a member of the Investment Oversight Committee and the Risk Review Committee, and past member of the Board of The Hershey Company, where he chaired the Corporate Governance Committee and served on the Executive Committee. ►In addition, Mr. Boscia has served in leadership positions on other public company Boards as well as not-for-profit and industry Boards.

Age:69 Director since:2009 Board committee:Audit Other public company directorships:None		Henry A. “Hal” Clark IIIIndependent INDEPENDENT
	Senior Advisor of Evercore Inc. (retired), global independent investment advisory firm
	Age: 71 Director highlightssince:  2009		Board committee: Audit Other public company directorships: None
DIRECTOR HIGHLIGHTS Mr. Clark’s qualifications include finance and capital allocation knowledge and experience, risk management experience, mergers and acquisitions experience and investment advisory experience specific to the power and utilities industries, which are all valuable to the Board.industries. The skills Mr. Clark developed with his extensive experienceinvolvement in strategic mergers and acquisitions and capital markets transactions are particularly valuable to the Board as the Southern Company system continues to finance major capital projects.		►Mr. Clark was a Senior Advisor with Evercore Inc. (formerly Evercore Partners Inc.) from July 2009August 2011 until his retirement in December 2016. As a Senior Advisor, Mr. Clark was primarily focused on expanding advisory activities in North America with a particular focus on the power and utilities sectors. ►With more than 3040 years of experience in the global financial and the utility industries, Mr. Clark brings a wealth of experience in finance and risk management to his role as a Director. ►Prior to joining Evercore, Mr. Clark was Group Chairman of Global Power and Utilities at Citigroup, Inc. from 2001 to 2009. He joined Lexicon Partners, LLC in July 2009, which Evercore Partners subsequently acquired in August 2011. ►His work experience includes numerous capital markets transactions of debt, equity, bank loans, convertible securities and securitization, as well as advice in connection with mergers and acquisitions. He also has served as policy advisor to numerous clients on capital structure, cost of capital, dividend strategies and various financing strategies. ►He has served as Chair of the Wall Street Advisory Group of the Edison Electric Institute.

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Southern Company Board of Directors

Age:69 Director since:2019 Board committees:Compensation and Management Succession; Operations, Environmental and Safety Other public company directorships:Ford Motor Company
		Anthony F. “Tony” Earley, Jr.Independent INDEPENDENT
		Chairman, President and Chief Executive Officer, PG&E Corporation (retired), public utility holding company providing natural gas and electric services
		Age: 71 Director highlightssince:  2019		Board committee: Compensation and Management Succession; Operations, Environmental and Safety Other public company directorships: Ford Motor Company (formerly a Director of DTE Energy and PG&E Corporation)
DIRECTOR HIGHLIGHTS Mr. Earley’s qualifications include senior leadershippublic company CEO experience and energy industry expertise including nuclear regulation, nuclear generation and technology, as well as cybersecurity matters, environmental matters and major capital projects. His experience as the president and chief executive officer of energy companies and his involvement in electric industry-wide research and development programs are valuable to the Board. ►On December 11, 2018, we announced that the Board elected Mr. Earley as an independent Director, effective January 2, 2019.		►Mr. Earley served as Chairman, President and Chief Executive Officer of PG&E Corporation from 2011 until February 2017, when he became Executive Chairman. He served as Executive Chairman until his retirement from PG&E in December 2017. On January 29, 2019, PG&E Corporation and its subsidiary Pacific Gas and Electric Company filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code.Code as a result of wildfire claims in California. ►Before joining PG&E Corporation, he served in several executive leadership roles during 17 years at DTE Energy, including Executive Chairman, President, Chief Executive Officer and Chief Operating Officer. He served in various executive roles at Long Island Lighting Company, including President and Chief Operating Officer. He was also a partner at the Hunton & Williams LLP law firm (now Hunton Andrews Kurth LLP) as a member of the energy and environmental team, where he participated in the licensing of both nuclear and non-nuclear generating plants and represented nuclear utilities in rulemaking actions before the U.S. Nuclear Regulatory Commission. ►Prior to beginning his lengthy career in the utility industry, Mr. Earley earned a degree in physics and served in the U.S. Navy as the chief engineeran officer ofon the nuclear submarine,USS Hawkbill.Hawkbill. ►Mr. Earley is a member of the Board of Directors of Ford Motor Company and serves as Lead Outside Director and on the Compensation (chairman), the Nominating and Governance and the Sustainability and Innovation Committees. He previously served on the Board of Directors of DTE Energy, PG&E Corporation, Comerica Incorporated, Masco Corporation and Long Island Lighting Company. ►He previously served on the executive committees of the Edison Electric Institute and the Nuclear Energy Institute and served on the Board of the Electric Power Research Institute.

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		Thomas A. Fanning
		Chairman of the Board, President and Chief Executive Officer of Southern Company
		Age:6264 Director since:2010		Board committee:committees: None Other public company directorships:Vulcan Materials Company (formerly a Director of The St. Joe Company)
Thomas A. FanningDIRECTOR HIGHLIGHTS Chairman of the Board, President and Chief Executive Officer of the Company Director highlights Mr. Fanning’s qualifications include senior leadershippublic company CEO experience and electric and natural gas industry knowledge and experience, including nuclear and new technology experience,matters, cybersecurity matters, environmental matters and governmental affairs experience and financial expertise. His deep knowledge of the Company, based on more than 3040 years of service, as well as his civic participation on a local and national level, are valuable to the Board.		►Mr. Fanning has held numerous leadership positions across the Southern Company system during his more than 3040 years with the Company. He served as Executive Vice President and Chief Operating Officer of the Company from 2008 to 2010, leading the Company’s generation and transmission, engineering and construction services, research and environmental affairs, system planning and competitive generation business units. He served as the Company’s Executive Vice President and Chief Financial Officer from 2003 to 2008, where he was responsible for the Company’s accounting, finance, tax, investor relations, treasury and risk management functions. In those roles, he also served as the chief risk officer and had responsibility for corporate strategy. ►He serves as the co-chair of the Electricity Subsector Coordinating Council, which serves as the principal liaison between the federal government and the electric power sector to protect the integrity of the national electric grid. His leadership in the cybersecurity area was recognized by the U.S. Senate in 2019 with an appointment to the Cyberspace Solarium Commission, a group developing a protection strategy for the cyberspace interests of the United States. ►Mr. Fanning is a Director of Vulcan Materials Company, serving as a member of the Audit Committee and the Compensation Committee. He served on the Board of Directors of the Federal Reserve Bank of Atlanta from 2012 to 2018 and is a past chairman. ►He also served on the Board of Directors for the St. Joe Company, a real estate developer and asset manager, from 2005 to 2011.

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Southern Company Board of Directors

Age:56 Director since:2012 Board committees:Compensation and Management Succession; Finance (Chair) Other public company directorships:New Fortress Energy LLC
		David J. GrainIndependent INDEPENDENT
		Chief Executive Officer and Managing Director, Grain Management, LLC (Grain Management), private equity firm specializing in the communications industry
		Age: 58 Director highlightssince:  2012		Board committee: Compensation and Management Succession; Finance (Chair) Other public company directorships: New Fortress Energy LLC
DIRECTOR HIGHLIGHTS Mr. Grain’s qualifications include capital allocation expertise, financial expertise, major capital projects knowledge and experience, technology innovations knowledge and experience and risk management experience. Mr. Grain’s extensive experienceknowledge and involvement managing large and small businesses and raising and managing investor capital, particularly in a regulated industry, is also valuable to the Board.		►Mr. Grain is the founding member and managing directorChief Executive Officer of Grain Management, a private equity firm focused on global investments in the media and communications sectors, which he founded in 2006. With headquarters in Washington, D.C. and offices in New York City, New York and Sarasota, Florida, and Washington, D.C., the firm manages fundscapital for a number of the country’s leading academic institutions, endowments, and public pension funds. Grain Management also builds, ownsfunds and operates wireless infrastructure assets across North America.foundations. ►Mr. Grain also founded and was Chief Executive Officer of Grain Communications Group, Inc. ►Prior to founding Grain Management, he served as President of Global Signal, Inc., Senior Vice President of AT&T Broadband’s New England Region and Executive Director in the High Yield Finance Department at Morgan Stanley. ►Mr. Grain was appointed by President Obama in 2011 to the National Infrastructure Advisory Council. ►He previously served as Chairman of the Florida State Board of Administration Investment Advisory Council as an appointee of former Governor Charlie Crist, where he provided independent oversight of the state board'sboard’s funds and major investment responsibilities, including investments for the Florida Retirement System programs. ►Mr. Grain is a Director of New Fortress Energy LLC, serving as a member of the Audit Committee. ►He is currently a member of the Advisory Board of the Amos Tuck School of Business Administration at Dartmouth College, and serves on the Investment Committee of the United States Tennis Association.Association and is a Trustee of the Brookings Institution.

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Item 1: Election of 13 Directors
Southern Company Board of Directors21

		Colette D. Honorable   INDEPENDENT
		Partner at Reed Smith LLP (law firm) and former commissioner of the Federal Energy Regulatory Commission (FERC), an independent U.S. federal agency that regulates the wholesale sale of electricity, natural gas and oil in interstate commerce and reviews and licenses projects in the energy market
		Age: 51 Director since: 2020		Veronica M. HagenBoard committee: IndependentBusiness Security and Resiliency; Finance Chief Executive Officer, Polymer Group, Inc., now known as AVANTIV, Inc. (retired), global manufacturer of specialty materialsOther public company directorships: Director highlightsNone
DIRECTOR HIGHLIGHTS Ms. Hagen’sHonorable’s qualifications include senior leadership experience, corporate governance knowledgeextensive energy policy and experience, environmental matters experience and risk management experience. Ms. Hagen’sregulatory experience as a highly regarded thought leader and legal practitioner in the chief executive officer of two global companies allowsdomestic and international energy sectors. Her legal experience along with her to contribute key valuable insights to the Board regarding operations management, customer serviceleadership and strategic planning. ►From 2007 until her retirement in 2013, Ms. Hagen served as Chief Executive Officer of Polymer Group, Inc. and served from 2007 to 2015deep industry expertise demonstrated as a Director. Ms. Hagen also served as President of Polymer Group, Inc. from January 2011 until her retirement in 2013. Polymer Group, Inc. is a leading producer and marketer of engineered materials. ►Prior to joining Polymer Group, Inc., Ms. Hagen was the President and Chief Executive Officer of Sappi Fine Paper, a division of Sappi Limited, the South African-based global leader in the pulp and paper industry, from November 2004 until 2007. ►She also served as Vice President and Chief Customer Officer at Alcoa Inc. and owned and operated Metal Sales Associates, a privately-held metal business. ►She serves on the Audit Committee, Compensation Committee and the Nominating/ Corporate Governance Committee of the Board of Directors of American Water Works Company, Inc. Ms. Hagen also serves as theformer FERC Commissioner, past Chair of the Leadership DevelopmentArkansas Public Service Commission and Compensation Committee andpast president of the National Association of Regulatory Utility Commissioners are all valuable to our Board.		►Ms. Honorable serves as a Partner at Reed Smith LLC, where she is a member of the Nominatingfirm’s Energy and Governance CommitteeNatural Resources Group and leads the energy regulatory practice. Based in Washington, D.C., Honorable serves as chair of the Boardoffice’s Women’s Initiative Network and is a member of Directorsthe firm’s Sustaining and Training African Americans business inclusion group. ►Nominated by President Barack Obama in August 2014 and unanimously confirmed by the U.S. Senate, Ms. Honorable served as a FERC commissioner from January 2015 to June 2017. Prior to joining FERC, she joined the Arkansas Public Service Commission (PSC) as a commissioner in 2007, served as interim chair in 2008 and led the PSC as chair from January 2011 to January 2015. ►Ms. Honorable served as president of Newmont Mining Corporation. She alsothe National Association of Regulatory Utility Commissioners from 2013 to 2014, becoming that organization’s first African American president. ►Her experience includes service in several state government executive roles, including chief of staff to the Arkansas Attorney General, a member of the Governor’s cabinet and a special judge of the Pulaski County Circuit Court. ►Ms. Honorable is a senior fellow with the Bipartisan Policy Center, an ambassador for the Department of Energy Clean Energy Education & Empowerment Initiative and serves on the Audit Committeeglobal advisory board of the Board of Directors of Stericycle, Inc.
Age:73 Director since:2008 Board committees: Compensation and Management Succession; Finance Other public company directorships:American Water Works Company, Inc., Newmont Mining Corporation and Stericycle, Inc.Energy Futures Initiative.

		Donald M. JamesIndependent INDEPENDENT
		Chairman of the Board and Chief Executive Officer of Vulcan Materials Company (retired), producer of aggregate and aggregate-based construction materials
		Age: 72 Director highlightssince:  1999		Board committee: Compensation and Management Succession; Finance Other public company directorships: Wells Fargo & Company (formerly a Director of Vulcan Materials Company and Protective Life Corporation)
DIRECTOR HIGHLIGHTS Mr. James’ qualifications include senior leadershippublic company CEO experience, a legal background as a former public company general counsel and an understanding of corporate governance, experience, financial expertise, legal experience, risk management, experiencemajor capital projects and environmental matters experience.matters. Mr. James brings important perspectives on management, operations and strategy from his experience as the former chief executive officer of a public company.		►Mr. James joined Vulcan Materials Company in 1992 as Senior Vice President and General Counsel and thenCounsel. He next became President of the Southern Division, thenfollowed by Senior Vice President of the Construction Materials Group, and then President and Chief Operating Officer. In 1997, he was elected Chairman and Chief Executive Officer. Mr. James retired from his position as Chief Executive Officer of Vulcan Materials Company in July 2014 and Executive Chairman in January 2015. He retired in December 2015 as Chairman of the Board of Directors of Vulcan Materials Company. ►Prior to joining Vulcan Materials Company, Mr. James was a partner at the law firm of Bradley, Arant, Rose & White for 10 years. ►Mr. James serves on the Finance, the Governance and Nominating (Chair) and the Human Resources Committees of Wells Fargo & Company’s Board of Directors. He is a former director of SouthTrust Corporation and Wachovia Corporation. ►Mr. James is a Trustee of Children’s of Alabama, where he serves on the Executive Committee and the Compensation Committee.
Age:70 Director since:1999 Board committees: Compensation and Management Succession; Finance Other public company directorships:Wells Fargo & Company (formerly a Director of Vulcan Materials Company and Protective Life Corporation)

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		John D. JohnsIndependent INDEPENDENT  Executive
		Chairman of DLI North America Inc., (retired), the oversight company for Protective Life Corporation (Protective Life), provider of financial services through insurance and investment products
		Age: 69 Director highlightssince:  2015		Board committee: Compensation and Management Succession (Chair); Finance Other public company directorships: Genuine Parts Company and Regions Financial Corporation (formerly a Director of Protective Life Corporation and Alabama Power)
DIRECTOR HIGHLIGHTS Mr. Johns’ qualifications include senior leadershippublic company CEO experience, financial expertise, capital allocation experience and risk management experience.experience in a highly-regulated industry. His legal experiencebackground as the former general counsel of a large energy public holding company that included natural gas operations and his prior service for over a decade on the Board of Directors of Alabama Power Company (Alabama Power or APC) are also of significant value to the Board.		►Mr. Johns retired in 2020 as Chairman, DLI North America Inc. ► Mr. JohnsHe served as Chairman and Chief Executive Officer of Protective Life from 2002 to 2017 and President from 2002 to January 2016. He joined Protective Life in 1993 as Executive Vice President and Chief Financial Officer. ►Before his tenure at Protective Life, Mr. Johns served as general counsel of Sonat, Inc., a diversified energy company. ►Prior to joining Sonat, Inc., Mr. Johns was a founding partner of the law firm Maynard, Cooper & Gale, P.C. ►He previously served on the Board of Directors of Alabama Power from 2004 to 2015. During his tenure on the Alabama Power Board, he was a member of the Nominating and Executive Committees. ►He is a member of the BoardBoards of Directors of Regions Financial Corporation, where he chairsis Chairman of the Risk Committee and a member of the Executive Committee, and Genuine Parts Company, where he serves as Lead Independent Director and chairs the Compensation, Nominating and Governance Committee and the Executive Committee. He is a former director of Protective Life Corporation. ►Mr. Johns has served on the Executive Committee of the Financial Services Roundtable in Washington, D.C. and is a past chairman of the American Council of Life Insurers. ►Mr. Johns has served as the Chairman of the Business Council of Alabama, the Birmingham Business Alliance, the Greater Alabama Council, Boy Scouts of America and Innovation Depot, Alabama’s leading business and technology incubator.
Age: 67 Director since:2015 Board committees: Compensation and Management Succession (Chair); Finance Other public company directorships: Genuine Parts Company, Protective Life and Regions Financial Corporation (formerly a Director of Alabama Power)

		Dale E. KleinIndependent INDEPENDENT
		Associate Vice Chancellor of Research of the University of Texas System and former Commissioner and Chairman, U.S. Nuclear Regulatory Commission, federal agency responsible for regulation of nuclear reactor materials and safety
		Age: 73 Director highlightssince:  2010		Board committee: Compensation and Management Succession; Operations, Environmental and Safety (Chair); Business Security and Resiliency Other public company directorships: Pinnacle West Capital Corporation and Arizona Public Service Company
DIRECTOR HIGHLIGHTS Dr. Klein’s qualifications include expertise in nuclear energy research, regulation, technologysafety and safety knowledge and experience,technology, as well as experience in environmental matters and governmental affairs. His senior leadership experienceskills demonstrated as the Chairman of the U.S. Nuclear Regulatory Commission isare also important to the Board.		►Dr. Klein was Commissioner from 2009 to 2010 and Chairman from 2006 through 2009 of the U.S. Nuclear Regulatory Commission. He also served as Assistant to the Secretary of Defense for Nuclear, Chemical and Biological Defense Programs from 2001 through 2006. ►Dr. Klein has more than 40 years of experience in the nuclear energy industry. ►Dr. Klein began his career at the University of Texas in 1977 as a professor of mechanical engineering, which included a focus on the university’s nuclear program. He spent 33 years in various teaching and leadership positions, including Director of the nuclear engineering teaching laboratory, Associate Dean for research and administration in the College of Engineering and Vice Chancellor for special engineering programs. ►He serves on the Audit and Nuclear and Operating Committees of Pinnacle West Capital Corporation, an Arizona energy company, and is a member of the Board of Pinnacle West Capital Corporation’s principal subsidiary, Arizona Public Service Company.
Age: 71 Director since: 2010 Board committees: Compensation and Management Succession; Operations, Environmental and Safety; Business Security Subcommittee Other public company directorships: Pinnacle West Capital Corporation, Arizona Public Service Company

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Item 1: Election of 13 Directors
Southern Company Board of Directors23

Age:74 Director since:2018 Board committees:Nominating, Governance and Corporate Responsibility; Operations, Environmental and Safety; Business Security Subcommittee (Chair) Other public company directorships:None
		Ernest J. MonizIndependent INDEPENDENT
		Cecil and Ida Green Professor of Physics and Engineering Systems Emeritus, Special Advisor to the President of Massachusetts Institute of Technology (MIT) and former U.S. Secretary of Energy
		Age: 76 Director highlightssince:  2018		Board committee: Nominating, Governance and Corporate Responsibility; Operations, Environmental and Safety; Business Security and Resiliency (Chair) Other public company directorships: None
DIRECTOR HIGHLIGHTS Dr. Moniz’s qualifications include senior leadership experience, energy industry experience, nuclear expertise and environmentalcybersecurity matters knowledge. Having served as U.S. Secretary of Energy, Dr. Moniz brings key insights about energy and environmental regulation and policy and environmental matters.policy. His current roles in academia and as the leader of non-profitnonprofit energy industry organizations allow him to contribute up-to-date perspectives on clean energy, climate change, environmental matters and environmental matters.national security.		►Dr. Moniz is an American nuclear physicist and formerwho served as the 13th U.S. Secretary of Energy who served from May 2013 until January 2017. Dr. Moniz engaged regularly with issues related to energy regulation and policy, environmental regulation and policy and GHGgreenhouse gas emissions. ►He also serves as the President and Chief Executive Officer of The Energy Futures Initiative, Inc. (EFI) and Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, positions he has held since June 2017. EFI is a non-profit organization providing analytically-based, unbiased policy options to advance a cleaner, safer, more affordable and more secure energy future. The Nuclear Threat Initiative is a non-profit, non-partisan organization working to protect lives, livelihoods and the environment from nuclear, biological, radiological, chemical and cyber dangers. ►Dr. Moniz’s involvement in national energy policy began in 1995, when he served as Associate Director for Science in the Office of Science and Technology Policy in the Executive Office of the President. ►He later oversaw the U.S. Department of Energy’s science, energy and security programs as Under Secretary from 1997 to 2001. ►He was a member of the President’s Council of Advisors on Science and Technology from 2009 to 2013 and received the Department of Defense Distinguished Public Service Award in 2016. ►Prior to his appointment as Secretary of Energy, he had a career spanning four decades at MIT, during which he was head of the MIT Department of Physics from 1991 to 1995 and in 1997, and he was the Founding Director of the MIT Energy Initiative and Director of the Laboratory for Energy and the Environment. Since January 2017, Dr. Moniz has served as the Cecil and Ida Green Professor of Physics and Engineering Systems Emeritus and Special Advisor to the President of MIT. ►Dr. Moniz is also a non-resident Senior Fellow at the Harvard Belfer Center and the inaugural Distinguished Fellow of the Emerson Collective. ►Dr. Moniz served on the U.S. Department of Defense Threat Reduction Advisory Committee and the Blue Ribbon Commission on America’s Nuclear Future. He also is Chair of the Strategic Advisory Board of the Clean Energy Venture Fund and the Lime Rock New Energy Fund, a member of the Council on Foreign Relations and a fellow of the American Association for the Advancement of Science, the American Academy of Arts and Sciences, the Humboldt Foundation and the American Physical Society. He has been honored by the governments of Cyprus, Portugal and Japan.

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Southern Company Board of Directors2021 Proxy Statement
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Age:65 Director since:2006 Board committee:Audit (Chair) Other public company directorships:Capital City Bank Group, Inc.
		William G. Smith, Jr.Independent INDEPENDENT
		Chairman of the Board, President and Chief Executive Officer of Capital City Bank Group, Inc., publicly-traded financial holding company providing a full range of banking services
		Age: 67 Director highlightssince:  2006 Lead Independent Director, 2012-2014		Board committee: Audit (Chair) Other public company directorships: Capital City Bank Group, Inc.
DIRECTOR HIGHLIGHTS Mr. Smith’s qualifications include senior leadershippublic company CEO experience, finance and capital allocation expertise, risk management expertise and audit and financial reporting experience. Mr. Smith contributes valuable perspectives on management, operations and regulatory compliance from his experience as the chief executive officer of a public company in a highly-regulated industry.		►Mr. Smith began his career at Capital City Bank in 1978, where he worked in a number of positions of increasing responsibility before being elected President and Chief Executive Officer of Capital City Bank Group, Inc. in January 1989. He was elected Chairman of the Board of the Capital City Bank Group, Inc. in 2003. He is also the Chairman and Chief Executive Officer of Capital City Bank. ►He previously served on the Board of Directors of the Federal Reserve Bank of Atlanta. ►Mr. Smith is the former Federal Advisory Council Representative for the Sixth District of the Federal Reserve System and past Chair of Tallahassee Memorial HealthCare and the Tallahassee Area Chamber of Commerce.

Age:73 Director since:2010 Board committees:Compensation and Management Succession; Operations, Environmental and Safety (Chair) Other public company directorships:None

Steven R. SpeckerLead Independent Director Chief Executive Officer, TAE Technologies, Inc. (retired), research and development company focused on creating new sources of clean energy Director highlights Dr. Specker’s qualifications include senior leadership, nuclear generation, regulation, technology and development of nuclear energy, environmental matters and major capital projects. His experience as the president and chief executive officer of a clean energy company and an electric industry-wide research and development program that spanned every aspect of generation, environmental protection, power delivery, retail use and power markets is valuable to our Board. ►Dr. Specker served as Chief Executive Officer of TAE Technologies Inc. from October 2016 until his retirement in 2018. TAE Technologies Inc. is an international private company focusing on clean fusion energy technology. ►Dr. Specker served as President and Chief Executive Officer of the Electric Power Research Institute (EPRI) from 2004 until 2010. EPRI provides thought leadership, industry expertise and collaborative value to help the electricity sector identify issues, technology gaps and broader needs that can be addressed through effective research and development programs. ►Prior to joining EPRI, Dr. Specker founded Specker Consulting, LLC, a private consulting firm, which provided operational and strategic planning services to technology companies serving the global electric power industry. ►Dr. Specker also served in a number of leadership positions during his 30-year career at General Electric Company (GE), including serving as President of GE’s nuclear energy business, President of GE digital energy and Vice President of global marketing. ►He is also a former member of the Boards of Trilliant Incorporated, a leading provider of Smart Grid communication solutions, and TAE Technologies, Inc.

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Southern Company Board of Directors

Age:73 Director since:2014 (previously served from 2010 to 2012) Board committees:Finance; Nominating, Governance and Corporate Responsibility (Chair) Other public company directorships:Franklin Templeton Series Mutual Funds, Graham Holdings Company (formerly a Director of Cbeyond, Inc.)

Larry D. Thompson Counsel at Finch McCranie, LLP (law firm) and former Executive Vice President, Government Affairs, General Counsel and Corporate Secretary, PepsiCo Inc., global consumer products company in the food and beverage industry Director highlights Mr. Thompson’s qualifications include senior leadership experience, corporate governance knowledge and experience, risk management experience and governmental affairs and regulatory compliance knowledge and experience. His legal skills developed as the former general counsel of a global consumer products public company, as well as his knowledge and experience from his service as a former U.S. Attorney and as a former U.S. Deputy General Counsel, are valuable to the Board. ►Mr. Thompson joined Finch McCranie, LLP as Counsel in 2015. Mr. Thompson has been on the faculty of The University of Georgia School of Law as the John A. Sibley Chair of Corporate and Business Law since 2011. He is currently on a leave of absence until 2020 while he serves as the Independent Corporate Compliance Monitor and Auditor for Volkswagen AG, a position for which he was appointed by the U.S. Department of Justice in 2017. ►From 2012 until his retirement in 2014, Mr. Thompson served as Executive Vice President, Government Affairs, General Counsel and Corporate Secretary for PepsiCo Inc., one of the world’s largest packaged food and beverage companies. From 2004 to 2011, he served as Senior Vice President of Government Affairs, General Counsel and Corporate Secretary of PepsiCo Inc. At PepsiCo Inc., Mr. Thompson was responsible for its worldwide legal function, its government affairs organization and its charitable foundation, where he served on the Board. ►His government career includes serving as Deputy Attorney General in the U.S.Department of Justice and leading the National Security Coordination Council. In 2002, President George W. Bush named Mr. Thompson to head the Department of Justice’s Corporate Fraud Task Force. ►Mr. Thompson is an Independent Trustee of various investment companies in the Franklin Templeton group of mutual funds and a Director and a member of the Compensation Committee of Graham Holdings Company (formerly The Washington Post Company). ►He also serves as an Advisory Director of the Georgia Justice Project. ►Mr. Thompson previously served as a Director of Cbeyond, Inc., a provider of technology and services to small and mid-sized companies, from 2010 to 2012. ►Mr. Thompson served as a Director of Southern Company from 2010 to 2012 and was a member of the Audit Committee.

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Table of Contents

Southern Company Board of Directors

Age:67 Director since:2012 Board committee:Audit Other public company directorships:Genuine Parts Company, Oxford Industries, Inc. (formerly a Director of Crawford & Company and Georgia Power)		E. Jenner Wood IIIIndependent INDEPENDENT
			Corporate Executive Vice President – Wholesale Banking, SunTrust Banks, Inc. (retired), publicly-traded company providing a full range of financial services
	Age: 69 Director highlightssince:  2012		Board committee: Audit Other public company directorships: Genuine Parts Company and Oxford Industries, Inc. (formerly a Director of Crawford & Company and Georgia Power)
DIRECTOR HIGHLIGHTS Mr. Wood’s qualifications include senior leadership experience as well as finance, and banking knowledge and experience and risk management experience. From the knowledge and experience heunderstanding. With his familiarity and knowledge gained from 10 years of service as a former member of the Board of Directors of Georgia Power, he contributes key perspectives on our operations and strategic imperatives.		►Mr. Wood served as Corporate Executive Vice President – Wholesale Banking of SunTrust Banks, Inc. from October 2015 until his retirement in December 2016. Prior to that, he served as Chairman and Chief Executive Officer of the Atlanta Division of SunTrust Bank from 2001 to 2015. He began his career with SunTrust Banks, Inc. in 1975 and advanced through various management positions including Chairman of the Board, President and Chief Executive Officer of the Georgia/North Florida Division and Chairman, President and Chief Executive Officer of SunTrust’s Central Group with responsibility over Georgia and Tennessee. ►He served as a member of the Board of Georgia Power from 2002 until May 2012. During his tenure on the Georgia Power Board, he served as Chair of the Finance Committee and as a member of the Compensation Executive and FinanceExecutive Committees. He also served as a Director of Crawford & Company, a large independent claims company, from 1997 to 2013. ►Mr. Wood is a Director of Oxford Industries, Inc., where he serves as Lead Director and a member of the Executive Committee, and a Director of Genuine Parts Company, where he serves on the Audit Committee and the Compensation, Nominating and Governance Committee. ►He is active in numerous civic and community organizations, serving as the Chairman of the Metro Atlanta Chamber of Commerce and as a Vice Chairman of the Robert W.WoodruffW. Woodruff Foundation, the Joseph B. Whitehead Foundation and the Lettie Pate Evans Foundation. Mr. Wood also serves as a Trustee of the Sartain Lanier Family Foundation Camp-Younts Foundation and Chairman of the Jesse Parker Williams Foundation. In addition, he serves on the Board of Trustees of Emory University and is the past Chairman of the Metro Atlanta Chamber of Commerce.

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Item 1: Election of 13 Directors
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Retiring Board members

Item 1 Election of 15 Directors ►The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated 15 of the Directors currently serving for re-election to the Southern Company Board of Directors.	The Board recommends a voteFOReach nominee for Director
►Janaki Akella	►Thomas A. Fanning	►Ernest J. Moniz
►Juanita Powell Baranco	►David J. Grain	►William G. Smith, Jr.
►Jon A. Boscia		►Donald M. James	►Mr. Jon A. Boscia and Dr. Steven R. Specker
►Henry A. Clark Ill	►John D. Johns		►Larry D. Thompson
►Anthony F. Earley, Jr.	►Dale E. Klein	►E. Jenner Wood Ill
►Each nominee, if elected, will serve until the 2020 annual meeting of stockholders. ►The proxies named on the proxy form will vote each properly executed proxy form for the election of the 15 Director nominees, unless otherwise instructed. If any named nominee becomes unavailable for election, the Board may substitute another nominee. In that event, the proxy would be voted for the substitute nominee unless instructed otherwise on the proxy form. ►Ms. Hagen will retire from our Board at the end of her termtheir terms on the date of the annual meeting of stockholders. We sincerely thank Ms. HagenMr. Boscia for her manyover 13 years of service on our Board, including serving as Chair of the Nominating, Governance and Corporate Responsibility Committee, as Chair of the Audit Committee and as a member of the Operating, Environmental and Safety Committee. We sincerely thank Dr. Specker for over 10 years of service on our Board, including serving as Lead Independent Director from 2018 to 2021, as Chair of the Operating, Environmental and Safety Committee and as Chaira member of the Compensation and Management Succession Committee and the Nominating, Governance and Corporate Responsibility Committees.Committee.
	Steven R. Specker

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Corporate Governance at Southern Company

Key Governance Practices