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The Southern Company Footprint

Our Companies

Cover: The last of 157 fuel assemblies loaded into Plant Vogtle’s Unit 3 reactor core in October 2022.

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Letter from our Chairman andChief Executive Officer	3
Letter from our Independent Directors	4
Notice of Annual Meeting of Stockholders ofSouthern Company	6
Our Company and Our Strategy	7
Our 2022 Performance	8
Our Environmental and Social Highlights	11
Proxy Voting Roadmap	17
ITEM 1  Election of 16 Directors	19
Southern Company Board of Director Nominees	20
Board of Director Nominees Qualifications, Attributes, Skills and Experience	22
Biographical Information about our Nominees for Director	24
Corporate Governance at Southern Company	32
Key Governance Practices	32
CEO Succession Process	33
Engaging with our Stakeholders	34
Committees of the Board	37
Board Composition and Structure	40
Board and Committee Responsibilities	47
Board Governance Processes	52
Director Compensation	54
ITEM 2  Advisory Vote to Approve ExecutiveCompensation (Say on Pay)	56
ITEM 3  Advisory Vote to Approve Frequencyof Advisory Vote on Executive Compensation(Say on Frequency)	57
Compensation Discussion and Analysis	58
CD&A At-A-Glance	59
Letter from the Compensation and Talent Development Committee	61
CEO Pay for Performance and Alignment with Stockholder Interests	63
Stockholder Outreach and Say on Pay Response	65
Executive Compensation Program	67
Compensation Governance Practices, Beliefs and Oversight	82
Executive Compensation Tables	87
Equity Compensation Plan Information	100
Pay Ratio Disclosure	100
Pay versus Performance Disclosure	101
Audit Committee Matters	106
Audit Committee Report	106
ITEM 4  Ratify the Independent Registered Public Accounting Firm for 2023	107
ITEM 5  Approve an Amendment to theRestated Certificate of Incorporation toReduce the Supermajority Vote Requirementto a Majority Vote	108
ITEMS 6-8  Vote on Three Stockholder Proposals	110
Stock Ownership Information	118
FAQS about Voting and the Annual Meeting	120
Reconciliation of Non-GAAP Information	125
Cautionary Note RegardingForward-Looking Statements	126
Appendix A - Definitions of Key Terms	128
Appendix B - Benefit Plan Summary	129

Southern Company is a holding company that conducts its business through its subsidiaries; accordingly, unless the context otherwise requires, references in this proxy statement to Southern Company’s operations, such as generating activities, GHG emissions and employment practices, refer to those operations conducted through its subsidiaries.

Links to websites included in this proxy statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (SEC).

See Appendix A - Definitions of Key Terms on page 128 for many key terms and acronyms used in this proxy statement.

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Our Mission

Building the future of energy

For more than a century, we’ve been providing clean, safe, reliable and affordable energy to the customers and communities we’re privileged to serve. Through industry-leading innovation and a commitment to a net-zero future, we’re delivering sustainable and resilient energy solutions that help to drive growth and prosperity.

Our Values

How we do our work is just as important as what we do. Our uncompromising values are key to our sustained success. They guide our behavior and ensure we put the needs of those we serve at the center of all we do.

At Southern Company, Our Values will guide us to make every decision, every day, in the right way.

	Safety First		first We believe the safety of our employees and customers is paramount. We will perform and maintain every job, every day, safely.
	Unquestionable Trust		trust Honesty, respect, fairness and integrity drive our behavior. We keep our promises, and ethical behavior is our standard.
	Superior Performance		performance We are dedicated to superior performance throughout our business. We will continue our strong focus on innovative solutions, improving how we run our business and our commitment to environmental stewardship.
	Total Commitment		commitment We are committed to the success of our employees, our customers, our stockholders and our communities. We fully embrace, respect and value our differences and diversity.

Our Code of Ethics

Our Code of Ethics defines our culture. It guides behavior and makes Our Values come to life every day. These ethical guidelines apply to all of us and remind us that how we do our jobs is just as important as what we do.

►   Learn more at www.southerncompany.com/about/governance/values-and-ethics.html

Southern Company is a holding company that conducts its business through its subsidiaries; accordingly, unless the context otherwise requires, references in this proxy statement to Southern Company’s operations, such as generating activities, GHG emissions and employment practices, refer to those operations conducted through its subsidiaries.

See Definitions of Key Terms on page 119 for many key terms and acronyms used in this proxy statement.

2	Southern Company 2023 Proxy Statement

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Letter from our Chairman and Chief Executive Officer

Dear Fellow Stockholders:

You are invited to attend the Southern Company 2023 Annual Meeting of Stockholders at 10:00 a.m., ET, on Wednesday, May 24, 2023 at The Lodge Conference Center, Callaway Gardens, Pine Mountain, Georgia. We look forward to seeing you in person and discussing Southern Company’s 2022 performance.

service and operating alongside the two existing units, Plant Vogtle will be the largest producer of carbon-free energy in the United States.

Value and Develop Our People

Our commitment to employees is reflected in numerous accolades. We were the top-rated utility in Military Times’ Best for Vets Employers, and we were recently named the number one utility in Forbes’ 2023 ranking of America’s Best Large Employers, nearly 100 spots above our closest industry peer.

For the seventh consecutive year, we have been recognized as one of the Top 50 Companies for Diversity by Diversitylnc. Some 81% of system employees participated in diversity, equity and inclusion development in 2022. Across the enterprise, employee resources groups, councils and networks bring employees together to cultivate inclusion and a healthy work environment.

As Chris Womack takes the reins as President and CEO, I have never been more enthusiastic about the future. And even as a new generation of leaders emerges and we move boldly forward with new innovations, we remain committed to the ideals that have characterized our company for more than 100 years. Customers remain at the center of all we do, and our mission continues to be bigger than our bottom line.

We hope you can join us in person at the annual meeting. A live webcast of the annual meeting will be available at investor.southerncompany.comstarting at 10:00 a.m., ET, on Wednesday, May 24, 2023. A replay will be available following the meeting.

Your vote is important. We urge you to 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.

It has been my privilege to serve this great company and its stockholders. Thank you for your continued confidence in Southern Company.

You are invited to attend the Southern Company 2021 Annual Meeting of Stockholders at 10:00 a.m., ET, on Wednesday, May 26, 2021. We will be conducting the annual meeting online for the safety of our stockholders, employees and other attendees. See page 110 for information about how to participate in the virtual annual meeting. By almost any measure, 2020 was a remarkable and challenging year none of us will soon forget. Our nation, our communities and our Company were tested in ways we could not have imagined. Despite the advent of a global pandemic and an exceedingly busy storm season, our business model demonstrated substantial resilience as we delivered outstanding service to customers, provided excellent operational reliability and achieved strong financial performance. Excel at the Fundamentals Nothing is more fundamental to our business than keeping the lights on and fueling our communities. Our state-regulated electric and gas subsidiaries constantly strive to provide a world-class customer experience. Despite the numerous challenges presented by a global pandemic, we demonstrated our agility and ability to rapidly adapt the way we do business. The record- breaking 2020 hurricane season produced 30 named storms, including 13 hurricanes in a 6-month season. Following these storms, our teams quickly and safely restored electricity and gas service to millions in our system’s service territory and across the eastern half of the U.S. while adhering to COVID-19 safety protocols. Strong Financial Performance Despite the Many Challenges While revenues were meaningfully lower in 2020 due to the COVID-19 pandemic, we implemented thoughtful cost containment measures across the system to help mitigate the impact of reduced kilowatt hour sales. As a result, we were able to achieve strong adjusted earnings per share and we increased our dividend for the 19th consecutive year. We also effectively executed our capital plan and maintained solid credit ratings across the system. During 2020, Southern continued to deliver positive stockholder returns despite significant market volatility. Continued Progress at Plant Vogtle Construction Project Construction of the two new nuclear units at Georgia Power’s Plant Vogtle continued to see steady progress in 2020. New health and safety protocols were instituted, which allowed work to continue with enhanced safety precautions. A number of major milestones were accomplished in 2020, including cold hydro testing for Unit 3, the certification of more than 60 plant operators and receipt of the first nuclear fuel shipment for Unit 3. When completed, the two units will feature new state-of-the-art AP1000 reactors. Once operating, these units are expected to provide carbon-free power for more than 500,000 homes and businesses.	Value and Develop Our People In 2020, we placed great emphasis on the well-being of our workforce, including those in the field and those working from home. We further enhanced our physical, financial and emotional/social health offerings to support our employees’ needs amid the pandemic. We also maintained training, mentoring, leadership and workforce development programs, despite the remote working environment for many. Importantly, we continue to evaluate and modernize our programs to help ensure they attract, engage, include and retain the workforce necessary for today and tomorrow. Events in 2020 also highlighted the racial inequality that persists in America. For years, striving toward equity has been a part of our focus on building a healthy culture. Southern Company is committed to an equitable and inclusive workplace that mirrors the diverse communities we serve, and we are working diligently to prevent inequities in our companies and help ensure a fair and just culture, from the boardroom to the front lines. We have refocused our efforts toward a more holistic goal of diversity, equity and inclusion, helping to ensure all groups are welcomed, well represented, engaged and fairly treated throughout the organization. Setting a Net Zero Target In 2020, we announced an ambitious new goal to achieve net zero greenhouse gas (GHG) emissions by 2050. Southern Company will continue to use a portfolio approach as we seek to decarbonize. We expect our path to net zero to be comprised of several elements including continued coal transition, utilization of natural gas to enable fleet transition, further growth in our portfolio of zero-carbon resources, negative carbon solutions, enhanced energy efficiency initiatives and continued investment in R&D focused on clean energy technologies. Our Values are Key to our Long-Term Success Safety First confirms that the safety of our employees and customers is paramount, even as we contend with the coronavirus. Unquestionable Trust speaks to our standard of honesty, respect, fairness and integrity in all we do. Superior Performance informs our resolve to sustain operational excellence. Total Commitment demands that we fully embrace, respect and value our differences and diversity as we work for social justice. These values have served us well for many years, and they will continue to guide us through these challenging times. We believe Southern Company is well-positioned to deliver on its value proposition as our customer-and community-focused business model continues to serve us well across the enterprise. We look forward to serving customers with excellence for years to come. Your vote is important. We urge you to 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. We are grateful for your continued support of Southern Company.
At Southern Company, we are bullish on the future. We acknowledge the challenges before us, but we see them as opportunities. Our answer to these challenges must always be “yes, and.” Yes, we acknowledge the challenge, and we are committed to finding a solution.		Thomas A. Fanning Chairman President and Chief Executive Officer April 12, 2021
	14, 2023

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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 the trust you place in us.

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	Dr. Janaki Akella	Henry A. Clark III	Anthony F. Earley, Jr.	David J. Grain	Colette D. Honorable
	Donald M. James	John D. Johns	Dr. Dale E. Klein	David E. Meador	Dr. Ernest J. Moniz
	William G. Smith, Jr.	Kristine L. Svinicki	Lizanne Thomas	E. Jenner Wood III

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 Date and time Wednesday, May 26, 2021 24, 2023 10:00 a.m., ET
		ACCESS THE ANNUAL MEETING Stockholders may participate in the virtual annual meeting by logging in atRecord date www.virtualshareholdermeeting.com/SO2021
			RECORD DATE Stockholders of record at the close of business on March 29, 202127, 2023 are entitled to attend and vote at the annual meeting. On that date, there were 1,059,661,2921,091,514,582 shares of common stock of Southern Company outstanding and entitled to vote.
			On April 12, 2021,14, 2023, these proxy materials and our annual report are being mailed or made available to stockholders.
	Place The Lodge Conference Center at Callaway Gardens, 4500 Southern Pine Drive, Pine Mountain, Georgia 31822

Every Vote is Important to Southern Company

We have created an annual meeting website at southerncompanyannualmeeting.com to make it easy to access our 20212023 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 participateattend the annual meeting and vote in the virtual annual meeting,person, 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 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 Internetinternet or Telephonetelephone
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.
Directors
April 12, 202114, 2023

Important Notice Regarding the Availability of Proxy Materials for the 20212023 Annual Meeting of Stockholders to be held on May 26, 2021: 24, 2023:The proxy statement and the annual report are available at investor.southerncompany.com.

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Major Subsidiaries

		Major Subsidiaries
	1.5 million electric utility customers	2.62.7 million electric utility customers	188,000 192,000 electric utility customers
	11,920
12,500 MW of wholesale solar, wind, natural gas and clean alternative technology provider in 1314 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.
Wireless communications service	A national leader in distributed infrastructure technologies doing business nationwide	An innovative leader among the nation’s nuclear energy industry

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.

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Our goal is to deliver long-term value to stockholders with appropriate risk-adjusted total shareholder return (TSR). During 2022, we maintained our track record of strong reliability and customer service, Georgia Power made meaningful progress at Plant Vogtle Units 3 and 4, we achieved constructive regulatory outcomes across several subsidiaries and we executed our financial plan. Underpinning these successes is our commitment to excel at the fundamentals, which includes prioritizing customers and communities as well as focusing on the well-being of our employees.

Delivered Strong Financial Results and Created Value for Stockholders

Earnings per share ($)	Dividends paid per share ($)

Southern Company is committedFor a reconciliation of adjusted EPS to providing clean, safe, reliableEPS under GAAP, see page 125.

	Our TSR outperformed each of the Philadelphia Utility Index, S&P 500 Index and the Dow Jones Industrial Average for the one-, three-, five- and twenty-five-year periods ended December 31, 2022. During 2022, we continued to deliver positive stockholder returns, and we have reliably demonstrated strong TSR performance over the long-term.
	TOTAL SHAREHOLDER RETURN (ANNUALIZED)
			1-Year		3-Year		5-Year		25-Year
	Southern Company		8.23%		8.22%		13.07%		11.33%
	Philadelphia Utility Index		0.65%		6.93%		9.91%		8.60%
	S&P 500 Index		(18.17)%		7.64%		9.40%		7.63%
	Dow Jones Industrial Average		(6.88)%		7.32%		8.37%		8.35%
	Source: Bloomberg using quarterly compounding as of December 31, 2022.

8	Southern Company 2023 Proxy Statement

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Demonstrated Progress Toward our Net Zero by 2050 Goal

Our strategy includes the continued development of a diverse portfolio of energy resources to serve customers and affordable energy,communities reliably and affordably 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%.

Our Decarbonization Efforts Southern Company is committed to providing clean, safe, reliable and affordable energy, with a focus on reducing GHG emissions. Since 2007, coal-generated energy as a percentage of our energy mix has declined from 69% to 20%, and energy generated from carbon-free sources has more than doubled.
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, landfill gas and landfill gas.fuel cells. ►  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. ►  Electric demand in 2020 was reduced by COVID-19 impacts and mild weather. Low natural gas prices in 2020 gave the natural gas generating fleet favorable economics relative to most coal units, displacing additional coal generation.

Southern Company 2023 Proxy Statement		9

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Our 20202022 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.

►	A top priority was to keep our employees healthy and safe, all while continuing to provide clean, safe, reliable and affordable energy for our customers. One of our best assets isExcelled at the reliability and resiliency of our workforce.
►	We rapidly procured and deployed necessary protective equipment and implemented effective safety protocols.
►	Our operations and customer service teams continued to provide essential services to customers.
►	We found solutions for many of our teams to work remotely, and we devised new communication strategies that allowed us to connect with our workforce and external stakeholders in a whole new way.
►	We did not reduce our employee workforce or reduce pay for our employees, nor did we adjust the metrics and goals in our annual and long-term incentive compensation plans in response to the COVID-19 pandemic. Fundamentals

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.

►	We reported strong EPS performance, with adjusted EPS above the top end of our guidance range for 2020. While revenues were meaningfully lower in 2020 due to the COVID-19 pandemic, we implemented thoughtful cost containment measuresConstructive rate cases completed across the system to help mitigate the impact of reduced kilowatt hour sales.
►	We increased our dividend for the 19th consecutive year, with dividend yield as of year-end 2020 at 4.1%.
►	We effectively executed our capital plan, maintained solid credit ratings across the systemseveral electric and continue to foresee no need for equity issuances in the capital markets through 2025.

		Reduced GHG Emissions and Committed to Net Zero by 2050natural gas utilities.

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.

►		In 2018, we were one of the first U.S. utilities to set bold, industry-leading goals to reduce GHG emissions. In 2020, we updated our long-term decarbonization goal to net zero by 2050 and indicated that we expect to sustainably achieve our 2030 goal of 50% GHG emissions reduction well in advance of 2030 and possibly as early as 2025.
►	In 2020, we reported that our GHG emissions decreased by 52% since 2007, compared●	The Georgia Public Service Commission approved Georgia Power’s requests to continue making essential, critical investments needed to meet customers’ evolving energy needs. These investments include strengthening and further securing the decrease we reported in 2019 of 44% since 2007. Ourelectric grid, transforming its power generation from coal dropped to 17% in 2020, comparedinclude cleaner and more economic energy resources and improving and expanding service to 22% in 2019 and 69% in 2007. The reduction in GHG emissions from 2019 to 2020 was primarily driven by milder weather, decreased customer energy usage resulting from the COVID-19 pandemic and the continued transition to lower-emitting and zero carbon resources.  customers.
►	The work
	●	Filings approved in 2022 by regulators in Georgia, Tennessee and Virginia will allow Southern Company Gas to continue to enhance safety, modernize gas infrastructure and improve reliability in those three states.
►	Our electric operating subsidiaries continued to rank in the top quartile on the Customer Value Benchmark Survey, and Alabama Power and Georgia Power were recognized among the most highly rated utilities for customer satisfaction by J.D. Power. In addition, our natural gas utilities scored highly in the Cogent Syndicated Utility Trusted Brand and Customer Engagement study.
►	We remained focused on the reliability of planning, transitioning and operating our system to meetand exceeded our decarbonization goals will require continued active and constructive engagement with government officials, investors and a wide variety of other public and private stakeholders. Our success will require the support of policies that encourage and advance innovation while protecting the affordability,targets for electricity generation, transmission reliability and resilience of the service we provide to our customers.

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Southern Company 2021 Proxy Statement
4

Earnings per Share ($)		Dividends Paid per Share ($)gas pipelines.
				Increased 8 cents in 2020 Paid $2.7B to stockholders in 2020

*	For a reconciliation of adjusted EPS to EPS under GAAP, see page 115.

Our TSR significantly outperformed the Philadelphia Utility Index and the Dow Jones Industrial Average for the three-year period ended December 31, 2020. This is primarily due to the 51.6% TSR result for 2019. During 2020, we continued to deliver positive stockholder returns despite significant market volatility. We have reliably demonstrated strong TSR performance over the long-term 25 year period.

Total Shareholder Return (Annualized)

		1-Year		3-Year		5-Year		25-Year
Southern Company		0.66 %		13.64 %		10.57 %		11.03 %
Philadelphia Utility Index		2.72 %		10.45 %		12.29 %		8.82 %
S&P 500 Index		18.39 %		14.13 %		15.19 %		9.54 %
Dow Jones Industrial Average		9.72 %		9.87 %		14.62 %		9.91 %

*	Source: Bloomberg using quarterly compounding as of December 31, 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.

►

Strong leadership at the site allowed us to move quickly to establish effective COVID-19 protocols. We engaged independent medical advisors to guide our actions and reduce the possible spread of the virus and consulted closely with the U.S. Nuclear Regulatory Commission, the project’s co-owners and local and state authorities. The president of North America’s Building Trades Unions commended us for going above and beyond the call of duty to help keep their members on the project site safe and healthy.

►

Though productivity at the site slowed because of the pandemic and the total estimated cost to complete rose by $325 million, major milestones were achieved during 2020 including cold hydro testing at Unit 3 and control room ready for testing at Unit 4.

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.

►	Despite the pandemic, we maintainedWe demonstrated outstanding operational performance throughout the year, with rapid service restoration following major storms and tornadoesincluding meeting an all-time peak load of more than 41,000 MW in the Southeast and exceptional reliability in natural gas delivery. Georgia Power received a StormReady Supporter certification from the National Weather Service, indicating its commitment to the community to be prepared for severe weather events.June as well as serving record December demand of almost 38,000 MW.
►
►	We continued to enhance our cyber and physical security programs and operational resiliency through targeted technological deployments and all-hazards planning and testing.
►	In addition to our focus on health and safety during the pandemic, we
►	We continued our long-term commitment to employee safety by concentrating efforts on safety processes, safety culture and risk reduction to prevent injuries. These programs resulted in a reduction to serious injuries and the best safety performance in our history.

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Our 2020 Performance
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Continued Progress at Georgia Power’s Plant Vogtle Units 3 and 4 Construction Project

►	Our Environmentalpriority remains bringing Vogtle Units 3 and Social Highlights4 safely online to provide Georgia with a reliable carbon-free energy resource for the next 60-80 years. We made substantial progress on both units in 2022.
►	Major milestones met for Unit 3 during the year included:
	●	Successful completion of all inspections, tests, analyses and acceptance criteria (ITAAC),
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	●	Receipt of low- to no- carbon emissions by 2050. Since 2018, the discourse around decarbonization efforts103(g) finding from the Nuclear Regulatory Commission (NRC) indicating that the acceptance criteria in the U.S.combined license had been met, allowing nuclear fuel to be loaded and beyond, including withstart-up testing to begin, and
	●	Completion of fuel load.
►	Major milestones met for Unit 4 during the year included completion of both open vessel testing and cold hydro testing. Our experiences through the construction, testing and start-up of Unit 3 have contributed significantly to improved processes and productivity as we work to bring Unit 4 into service.
►	In March 2023, Unit 3 reached initial criticality, a key step during the start-up testing sequence, and Unit 4 commenced hot functional testing.
►	Despite this progress, the project faced challenges during 2022 that resulted in net after-tax charges to income of $0.13 per share for 2022.

Emphasized Employee Well-Being

►	From inflationary pressures and tight labor markets to the lingering effects of the COVID-19 pandemic, throughout 2022 many of our Board and stakeholders, has evolved to incorporate conceptsemployees have experienced personal challenges related to negative carbon technologies. In 2020,their physical, financial and emotional well-being. The Company continues to invest in comprehensive benefit plans, programs and policies that help stabilize and improve the well-being of our employees and their families. We have seen engagement in these resources expand and their impacts multiply as employees redefine and rediscover their well-being in a result of this evolutionpost-pandemic world.
►	We enhanced training and our evaluation ofworkforce development opportunities to incorporate net zero concepts intosupport employees at all levels and foster retention in an increasingly competitive landscape.
►	In 2022, we expanded our long-term strategy, we updated our long-term GHG emissions reduction goalefforts to net zero emissions by 2050recruit, develop and retain diverse talent. The Company increased its recruiting partnerships with historically Black colleges and universities (HBCUs) as well as other diverse talent segments including Asian, Hispanic, women and veterans.

10	Southern Company .2023 Proxy Statement

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Our Environmental and Social Highlights

Our GHG Reduction Goals

We have set an interim goal to reduce system-wide Scope 1 GHG emissions by 50% by 2030 (from 2007 levels) and a long-term goal of net zero emissions by 2050. In 2022, we achieved a 46% reduction in GHG emissions relative to 2007 levels, a slight decrease from our 47% reduction for 2021 due to increased generation associated with higher electricity sales. We expect to sustainably reach our 50% reduction goal as early as 2025.

We believe our path to net zero will be achieved through:

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

During 2022, we retired 933 MWs of coal-fired generation, completed the conversion of a 362 MW coal-fired unit to natural gas and received regulatory approval to retire or convert additional units in future years. By the end of 2028, pending additional future regulatory approvals, we expect to have only eight to ten coal units remaining, down from 66 in 2007, with further reductions anticipated by 2035.

In addition to our efforts to reduce direct Scope 1 emissions, we are working across the Southern Company system to reduce indirect Scope 3 emissions across the value chain.

Empowering our workforce

Our nation faced a global health pandemic, an economic downturn and social and political unrest over the past several years. These events have placed ongoing mental, physical and financial burdens on many of our employees. We continue to keep employees informed and updated about issues facing the Company and the community with focused efforts on:

►	Mental health 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 downturnwellness benefits, competitive pay 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. DE&I initiatives
►	Sourcing, hiring and retaining the right talent by:
	●	Increasing sourcing and outreach for underrepresented talent
Board Oversight of ESG Our Board	●	Conducting campus, military and executive searches
	●	Direct sourcing, outreach with community and diverse associations and targeted advertising
	●	Partnering with organizations whose missions are aligned with advancing DE&I
►	Instructor-led and online training opportunities that provide educational and experiential opportunities, with an emphasis on DE&I topics such as a system-wide course on inclusive hiring practices that is engaged in overseeingrequired annually for all managers.
►	As we transition toward a clean energy future, we understand there will be potential opportunities and challenges for our business strategiesworkforce, communities and related riskscustomers. Southern Company is committed to a Just Transition for our stakeholders. In 2022, we published a comprehensive Just Transition Report outlining principles and opportunities, which includes ESG topics. Our Committee structure facilitates oversight of issues that impact many areasproviding examples, based on prior coal-fired generating asset retirements, of our business. Committees report outwork with employees, labor partners, communities and local governments to effectuate a smooth transition. We have outlined a set of Just Transition Principles that seek to foster: strong

Southern Company 2023 Proxy Statement	11

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Our Environmental and Social Highlights

governance; effective stakeholder engagement and transparent communication; employee support and coordination with labor unions; ongoing community and environmental commitment; continued safety, reliability, resilience and affordability. We are a Citizen Wherever We Serve We are committed to supporting and improving our communities while conducting business with honesty, integrity and fairness. Our commitments to safety, outreach and engagement allow us to quickly respond to needs in our communities. With rising inflation in 2022 across virtually all good and services, we placed a strong emphasis on supporting our customers. We also continued to fulfill community funding commitments embedded in our Moving to Equity initiative. ►  Our operating companies worked with governmental agencies and non-governmental organizations to provide energy-efficient products, weatherization improvements and financial support. We also continued offering home energy audits and home incentive rebates and promoted tips and tools for reducing energy usage to save on energy bills. ►  By way of example, Nicor Gas introduced the full BoardCommunity Connection Center (C3) in 2022 to provide support beyond energy efficiency and payment assistance for our customers. The C3 team focuses on key issues. Examplesconnecting customers to organizations that specialize in helping people to gain access to energy efficiency, bill payment programs, housing, food, federal funding and other essentials. ►  As part of ESG oversight include: ►The Operations, Environmentour broader commitment to HBCUs, the Southern Company Foundation announced $10 million in grants during 2022 to foster HBCU talent and Safety Committee has primary oversight of strategiesjob training in the communities that surround their campuses and fund four sustainability professorships. Our Commitment to reduce carbon emissions, fleet transition system reliability and safety. ►The Finance Committee has primary oversight over capital investment, including alignment withEquity Over the past three years, we have made great strides in advancing our climate objectives. ►The Compensation and Management Succession Committee has primary oversight over human capital management, including ourMoving to Equity work. While diversity, equity and inclusion initiatives. ►The Nominating, Governancehas been a longstanding part of Our Values, we vowed in 2020 to be more intentional and Corporate Responsibility Committee has primary oversight over the Company’s practicesmove boldly forward in our actions. Our five pillars include: ►  Talent: Our commitment is to increase and positionsimprove outreach, recruitment, hiring and retention of diverse talent; help ensure equity in leadership development programs; and maintain diverse candidate slates for leadership roles ►  Work Environment: We are committed to promoting an actively anti-racist culture and helping ensure all groups are well-represented, included and fairly treated. We want everyone to feel welcomed, valued, respected and heard ►  Civic Engagement: We are committed to leveraging our influence to address inequity and systemic racism within society and will make political and policy decisions using a consistent process that incorporates Our Values like unquestionable trust and total commitment ►  Supplier Inclusion: We have a goal to increase total diverse spending to 30% by 2025 and to do business with more diverse companies in our industry and communities ►  Community Investment and Social Justice:We and our foundations have pledged $225 million through 2025 to advance its corporate citizenship, including environmental, sustainabilityequity and corporate social responsibility initiatives. justice in our communities. We have aligned our volunteer, giving and community investment strategies to four key areas: education equity, criminal justice equity, economic empowerment and energy empowerment

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Southern Company 2021 Proxy Statement
6

$1.52.1 billion in diverse spend We spendspent approximately $1.5$2.1 billion annuallyin 2022 with diverse suppliers, representing approximately 25%28% 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.>$118 million $65 million in total giving for 2022 We make direct corporate contributions and endow and fund independent, nonprofitnon-profit 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 placeIncluded 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 quicklytotal for 2022 was $76 million 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
7

►Community: Committing $200 million over five years to advance racial equity and social justice in our communities. 120,000 volunteer hours In 2022, our retirees and employees dedicated more than 120,000 hours of volunteer service to improve the communities with a focus on criminal justice reform, economic empowerment andwe serve. Our recently published 2022 Moving to Equity Report chronicles the advancement of educational equality. This includes a planned donation of $50 million to historically black colleges and universities (HBCUs) inprogress we are making toward our service territories. As part of this commitment, the commitments.

12	Southern Company Foundation announced a partnership with Apple with each company investing $25 million2023 Proxy Statement

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Our Environmental and Social Highlights

Our Commitment to Transparency

We recognize the value our investors and stakeholders place on transparency. Over the past few years, we enhanced a number of ESG disclosures that are important to our stakeholders. We provide investors with disclosure aligned to TCFD, the standards of the Sustainability Accounting Standards Board (SASB), the Global Reporting Index (GRI), United Nations Sustainable Development Goals (UNSDGs) and the Edison Electric Institute ESG/Sustainability Reporting Template. We also annually provide the following disclosures:

►  Corporate Responsibility Executive Summary ►  Aggregated workforce representation data from our EEO-1 reports ►  Political engagement and expenditure reports

►  Moving to launchEquity report outlining progress on our diversity, equity and inclusion initiatives ►  An ESG Data Table including year-over-year changes in key metrics

In early 2022, we published our 2022 Just Transition Report. In late 2022, we published our 2021 Trade Association and Climate Engagement Report.

The enhanced Sustainability section of our website highlights our ongoing efforts across our core sustainability priorities: Clean Energy; Reliability, Resilience and Affordability; Innovation; Workforce Sustainability; Diversity, Equity and Inclusion; and Community Relationships. We provide stakeholders with easy access to our repertoire of ESG disclosures on the Data, Downloads and Reports page.

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.

►	We received an A rating from MSCI.
►	For 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, andthird consecutive year, 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 anddemonstrating leadership withinfor the North AmericaAmerican region and thermal power generation sector. This represents a significant improvement since we restarted reportingThe score is at the Leadership level reflecting that the Company demonstrates best practices in strategy and action relative to CDP in 2018. key disclosure frameworks.

We continue to engage with our investors and stakeholders to focus on providing meaningful and transparent disclosures.

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 issuers2023 Proxy Statement

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Southern Company Our Environmental and Social Highlights2021 Proxy Statement

8

Our Human Capital Beliefs

Southern Company’s foundation is built on being a citizen wherever we serve. We are fully engaged with and committed to the success of employees, customers, stockholders and communities. Our Values foster a diverse, inclusive, equitable and innovative culture so that employees can execute our business strategy with agility and accountability.

Pillars

►	We believe in and invest in the well-being of our employees through a total rewards strategy that includes competitive salary, annual incentive awards for almost all employees* and health, welfare and retirement benefits designed to encourage physical, financial and emotional/social well-being.Diversity, equity & inclusion
►		Development and retention of our talent is a priority. The addition of external hires augments our existing workforce as we seek to meet changing business needs, address any critical skill gaps and supplement and diversify our talent pipelines.
►	We are proud of our positive relationships with labor unions and support the rights to collective bargaining and freedom of association.
►	We support human rights and are opposed to all forms of forced labor, child labor and other human rights abuses.
►	Our employees, suppliers and partners are expected to act in a manner consistent with Our Values, Our Human Capital Beliefs, Our Code of Ethics and U.S. and international law.
*	Certain employees are not eligible for our incentive program due to collective bargaining agreements.

Diversity, Equity & Inclusion

►	We are committed to a diverse, equitable and inclusive workplace in order to betterbest serve the diverse communities in our customersfootprint. Our diversity, equity and communities.
►	inclusion (DE&I) efforts promote an inclusive and actively anti-racist culture as we strive to create a workplace where everyone feels welcomed, valued and respected, and all groups are well-represented, included and fairly treated. Our strategy for recruiting, hiring, retaining and developing employees includes a deliberate focus on diversity, equity and inclusion.
►	DE&I. We integrate continuous feedback from employees to refine our commitments and actions.

Diversity makes us stronger and provides a competitive advantage

►	Adopted We have adopted new commitments to attract, engage, include and retain a diverse workforceworkforce. Looking ahead, we will continue to integrate DE&I competencies into talent development offerings and advance our expanded HBCU engagement and strategic diversity recruiting initiatives.

	Rewards & well-being
►		Management team We invest in the well-being and engagement of our employees through a comprehensive total rewards strategy which includes 24% womencompensation, benefits and 22% peopleemployee well-being. Our well-being strategy focuses on: ►  Physical Well-Being: Providing employees with access to preventive care, wellness programs and healthcare. ►  Financial Well-Being: Helping employees with financial wellness across all stages of color
their career, as well as in retirement. ►	CommittedEmotional/Social Well-Being: Supporting employees’ emotional wellness and helping them to enhanced transparencybe fully engaged in life, family, their community and will begin disclosing aggregated EEO-1 workforce diversity data in 2021

Rewards & Well-Being

►	We define totalat work. Our strategy helps to ensure all employees are paid market competitive salaries, are treated equitably (through regular pay equity, pay gap and glass ceiling studies), are eligible for annual incentive awards and have access to health and retirement benefits and best-in-class well-being in three categories: physical, financial and emotional well-being.
►	We provide meaningful and valuable benefits that support all employees.
►	programs. We continue to evaluate and modernize our programs to help ensureso they attract, engage, include and retain the workforce necessary for both today and tomorrow.the future.

Total Rewards strategy provides physical, financial and emotional well-being

►	Highly skilled and technical jobs are compensated for outstanding performanceTalent development
►		Conducted comprehensive pay equity analysis throughout the enterprise using third-party experts
►	Improved employees’ 401(k) utilization The development of talent is a priority. We consider it critical to employee readiness, engagement and understanding (e.g. increased participation to 94%, increased average saving rate close to 10%)
retention. Our talent processes include robust talent identification, specialized assessments and development and career and succession planning. ►	82% of workforce participate in physical well-being programs
►	Significant investments in emotional well-being programs

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Talent Development

►	We focus development on Business Imperatives: Inclusivity, Emotional Intelligence, Couragebusiness imperatives: inclusivity, emotional intelligence, innovation and Business Execution.
business execution. ►	Through a robust succession planning process and strategic external hiring, we help to ensure a well-qualified and diverse pipeline of leaders.
►	Our custom internal programs, external partnerships and online resources provide career and leadership development opportunities for employees at all levels, – from individual contributors to senior leaders.
leaders, supporting personal growth and career progression. ►	Across Southern Company, our performance management process, Connected Conversations, provides a platform for frequent and meaningful performance and development conversations between managers and employees, driving individual performance and growth.

Talent Development is key to leadership readiness, employee engagement and retention

►	Leadership roles are primarily filled from succession planning slates, often providing opportunity for intercompany transfers
transfers. ►	HighlyOur workforce is considered highly engaged workforce as measured by our Voice of the Employee Survey,
►	Low and we boast low turnover rates and high promotion rates into first-time supervisor roles as compared to industry peers and companies of comparable size.

14	Southern Company 2023 Proxy Statement

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Our Environmental and Social Highlights

Workforce Sustainabilitysustainability

►		We are meeting the evolving needs of the energy industry by developing a qualified, diverse and sustainable workforce to support community growth and inclusive economic development. We focus on having the right people with the right skills who are trained to perform their jobs safely to meet current and future business requirements.
►	This focus is exemplified through Our Values, including Safety First:First, and our Code of Ethics. We believe the safetystrive to uphold our values, ethics and human capital beliefs in all we do and remain cognizant of what they mean to our workforce’s culture and well-being. We continue to value productive collaboration with labor unions, skills training for our employees and customerstargeted community and education partnerships. These efforts benefit the communities we serve and help provide sustainable jobs. ►  Safety First: Safety First is paramount. We striveour No. 1 value, and our goal is to perform and maintaincomplete “every day, every job, safely”. We demonstrate Safety First by focusing on safety risk mitigation, meeting and exceeding applicable laws and regulations, and investing in research and cutting-edge safety technologies and processes. We hone and build on our safety culture by engaging all employees in our solutions, continuing to share and build on learnings, and contributing to continuous process improvements to enhance safety. ►  Labor Relations:Constructive coordination with union leaders is critical to our business. Approximately one-third of Southern Company employees are International Brotherhood of Electric Workers (IBEW) members, and many of our contractors employ labor union members from nearly every day, safely.
►	Strong relationshipscraft within the North Americas Building Trades Unions (NABTU). Our coordination with organized labor unions improvesallows us to work toward common goals on topics such as employee and public safety, reliability of our electric and gas systems, training and development, recruitment efforts, Just Transition and best practice sharing. ►  Community Partnerships: Southern Company’s focus on education and workforce development spans from early childhood literacy initiatives to graduate degree programs. We believe that to develop the livesworkforce’s next generation, we must have a proactive and holistic approach with an emphasis on foundational education and experiential learning. Some of our partnerships include: ►  Educational partnerships, pre-K through High School, that focus on support of Science, Technology, Engineering and Math (STEM) ►  Partnerships with local technical and community colleges to establish programs and curriculum for career-ready certifications (such as Line Worker, Instrumentation and Control Technicians) ►  Hosting of summer camps and interactive programs where students interact with our employees and communities.learn about the science of energy, engineering, and career opportunities ►  Teacher externships to support educators in understanding workforce skills and the operations of business and industry ►  Support of internship and work-based learning programs ensuring students receive hands-on education

	Community
►		We focus on trainingOur employees are inextricably woven into the communities we are privileged to help ensure that each employee has a specific developmental program for personal growthserve. In 2022, retirees and career development.

Sustainable jobs within our communities

►	Over 30% of employees were covered by agreements with labor unions
►	Over 40across our subsidiaries dedicated approximately 120,000 hours of training per year for mostvolunteer service to support and improve our communities. Our employees

Community

►	Partnerships also make financial contributions to thousands of non-profits in our communities through company-led programs, such as the Club of Hearts with Georgia-based employees annually contributing around $1 million. In 2022, our system’s charitable giving totaled over $118 million, including a $76 million award to social justice-related initiatives. We also form partnerships with businesses, academic institutions, local governments and other organizations bring new business to our service footprint.
►	OurSTEM institutions, charities and government bodies. The Southern Company system and its charitable support is designed to focus on the issues critical to the success of the Company, customers and our stockholders; the Company’s commitment to diversity, equity and inclusion extends to the way we support our communities.
►	We foster collaborative partnerships with schools to invest in the next generation with STEM-focused programs.

A community-focused business model is important to our long-term success

►	Wefoundations are engaged citizens in the local community
►	We are bigger than the bottom line
►	Committed over $200committing $225 million through 2025 to advance racial equity and social justice in our communities over the next five yearscommunities.

Southern Company 2023 Proxy Statement	15

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Southern Company Our Environmental and Social Highlights2021 Proxy Statement

10Our Commitment to Human Rights

Significant Recognition Southern Company’s foundation is built on being a citizen wherever we serve. We are committed to conducting business with honesty, integrity and fairness. Southern Company provides energy for the community’s quality of life and economic growth. We are dedicated to public service and setting the standard for corporate citizenship. We respect fundamental human rights to improve our Accomplishments From innovatingcommunities, the lives of our industryemployees and other stakeholders. ►  We provide a safe, diverse, equitable and inclusive work environment ►  We respect the integrity, dignity and rights of individuals and communities ►  We respect employees’ rights to making stridescollective bargaining, freedom of association, equal protection before the law and non-discrimination ►  We prohibit all forms of forced or compulsory labor, child labor and other human rights abuses Our commitment to human rights is embodied in sustainable energy, human capital managementOur Mission, Our Values, Our Code of Ethics and corporate culture, wein our policies and practices. Our employees, suppliers and partners are recognized asexpected to act in a manner consistent with Our Values, Our Code of Ethics and U.S. and international law. These commitments are consistent with the general principles of the United Nations Declaration of Human Rights and the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work.

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.

		Corporate Culture 2023 World’s Most Admired Companies by customers, partners, investorsFortune magazine for the 12th consecutive year Top utility on Forbes magazine’s 2023 Best Large Employers in America (No. 14 overall of 500 large employers) Among the 2022 Top 50 Companies for Diversity by DiversityInc. (7th consecutive year) 2023 Top 100 Military-Friendly Employer (No. 2) by GI Jobs magazine A 2022 Best Place to Work for LGBTQ Equality by Human Rights Campaign’s Corporate Equality Index and employees as well as the broader business, science and technology communities.maintained a 100% rating (6th consecutive year)
	Human Capital and	Transparency 2022 A- Score for environmental transparency from CDP Climate Change Disclosure (3rd consecutive year) CPA-Zicklin Index of Corporate CulturePolitical Disclosure “Trendsetter” for 2022

Among

For more information on company awards and recognitions that reflect Our Values and dedication to service, please visit the Top 50 Companies for Diversity byAccolades page of our website at DiversityInc. www.southerncompany.com.(5th consecutive year)

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

►16	Top-ranked utility for 14th consecutive year, and 3rd consecutive year in the Gold Top 10 Southern Company 2023 Proxy Statement

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

11ITEM 1

Election of 16 Directors

Proxy Voting Roadmap
ITEM 1 ►	Election of 13 Directors		✓ The Board recommends a vote FOR each nominee for Director See page 17 ►
►	The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated 13 of the 16 Directors currently serving for re-election to the Southern Company Board of Directors.
►	—	Janaki Akella	—	David J. Grain	—	Dale E. Klein
	—	Juanita Powell Baranco	—	Colette D. Honorable	—	Ernest J. Moniz
	—	Henry A. Clark Ill	—	Donald M. James	—	William G. Smith, Jr.
	—	Anthony F. Earley, Jr.	—	John D. Johns	—	E. Jenner Wood Ill
	—	Thomas A. Fanning
►	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 2	Advisory Vote to Approve Executive Compensation (Say on Pay)

✓ The Board recommends a vote FOR this proposal each nominee for Director

►    See page 93 ►19

ITEM 2Advisory Vote to Approve Executive Compensation (Say on Pay)

►	We believe our compensation program provides the appropriate mix of fixed and at-risk compensation.
►	The short- and long-term performance-based compensation program for our CEO ties executive pay to Company performance, rewards achievement of financial and operational goals, relative TSR and progress on meeting our GHG reduction goals (for our CEO, CFO and EVP of Operations), 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 3	Approve the 2021 Equity and Incentive Compensation Plan (2021 Omnibus Plan)

✓ The Board recommends a vote FOR this proposal

►    See page 94 ►56

ITEM 3Advisory Vote to Approve Frequency of Future Advisory Votes on Executive Compensation (Say on Frequency)

►	The Southern Company 2021 Equity and Incentive Compensation Plan (2021 Omnibus Plan) will be usedShareholders are being provided the opportunity to grant incentive compensation to employeesvote on the frequency of the Southern Company systemadvisory vote to approve executive compensation (Say on Frequency), which is required at least once every six years. The frequency options are to hold the advisory vote every one, two or three years. In both 2011 and non-employee directors2017, the Board recommended and the stockholders voted overwhelmingly in favor of Southern and its subsidiaries.	holding the Say on Pay vote every year. The Board continues to believe that the Say on Pay vote should be held every year.
►

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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Southern Company 2021 Proxy Statement

12

ITEM 4

Ratify the Independent Registered Public Accounting Firm for 2021

✓ The Board recommends a vote for FOR ONE YEAR for this proposal

►    See page 105 ►57

ITEM 4Ratify the Independent Registered Public Accounting Firm for 2023

►	The Audit Committee appointed Deloitte & Touche as our independent registered public accounting firm for 2021.	2023.
►	This appointment is being submitted to stockholders for ratification.
ITEM 5	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 ►107

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Proxy Voting Roadmap

ITEM 5Approve 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 108

ITEMS 6-8Vote on Three Stockholder Proposals

Table of Contents

13ITEM 1

TableElection of Contents16 Directors

Letter from our Chairman and CEO	i
Letter from our Independent	►	The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated the 16 Directors	ii
Notice of Annual Meeting of Stockholders of Southern Company	iii
Our Company	2
Our Strategy	2
Our 2020 Performance	3
Our Environmental and Social Highlights	5
Our Human Capital Beliefs	8
Proxy Voting Roadmap	11
currently serving for re-election to the Southern Company Board of Director Nominees	14Directors.
Board of Director Nominees Qualifications, Attributes, Skills and Experience	16
Item 1   Election of 13 Directors ✓	17
Biographical Information about our Nominees for Director	18
Corporate Governance at Southern Company	26
Key Governance Practices	26
Engaging with our Stakeholders	27
Committees of the Board	29
Board Composition and Structure	33
Board and Committee Responsibilities	39
Board Governance Processes	42
Director Compensation	44
Compensation Discussion and Analysis	46
CD&A At-a-Glance	47
Letter from the Compensation and Management Succession Committee	49
CEO Pay for Performance and Alignment with Stockholder Interests	52
Stockholder Outreach and Say on Pay Response	53
Executive Compensation Program	55
Compensation Governance Practices, Beliefs and Oversight	69
Executive Compensation Tables	75
Item 2    Advisory Vote to Approve Executive Compensation (Say on Pay) ✓	93
Item 3    Approve the 2021 Equity and Incentive Compensation Plan (2021 Omnibus Plan) ✓	94
Why We Believe You Should Vote for this Proposal	94
Awards Outstanding and Historical Grants	95
2021 Omnibus Plan Highlights	96
Summary of Other Material Terms of the 2021 Omnibus Plan	97
Equity Compensation Plan Information	102
Audit Committee Matters	103
Audit Committee Report	103
Item 4    Ratify the Independent Registered Public Accounting Firm for 2021 ✓	105
Item 5    Approve an Amendment to the Restated Certificate of Incorporation to Reduce the Supermajority Vote Requirement to a Majority Vote ✓	106
Stock Ownership Information	108
FAQs about Voting and the Annual Meeting	110
Reconciliation of Non-GAAP Information	115
Cautionary Note Regarding Forward-Looking Statements	117
Appendix A — The Southern Company 2021 Equity and Incentive Compensation Plan	120

See the Definitions of Key Terms on page 119 that defines many key terms and acronyms used in this proxy statement.

New or notable in this proxy statement
►	Environmental and social highlights that are of interest to our investors and other stakeholders		5

	Janaki Akella	David J. Grain	Dale E. Klein	Kristine L. Svinicki
►	Board oversight of key ESG risksHenry A. Clark Ill	Colette D. Honorable	5David E. Meador	Lizanne Thomas
►	Extensive stakeholder engagement efforts that include independent Director participation and how we have responded to feedbackAnthony F. Earley, Jr.	Donald M. James	27, 53Ernest J. Moniz	Christopher C. Womack
►	Describe “Rooney Rule” language in Corporate Governance Guidelines confirming the Board’s commitment to actively seek out diverse candidatesThomas A. Fanning	John D. Johns	33William G. Smith, Jr.	E. Jenner Wood Ill

►	Cybersecurity governance and risk oversight►		40Each nominee, if elected, will serve until the 2024 annual meeting of stockholders.
►	Operational goals►	The proxies named on the proxy form will vote each properly executed proxy form for annual incentive award promote our sustainable business model and align with key ESG matters		58the election of the 16 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.
►	GHG reduction goal is part of the CEO’s long-term equity incentive compensation program

65

The Board recommends a vote FOR each nominee for Director

Director independence			Director tenure
►	Enhanced Clawback Policy that applies to senior management		70
14 Directors	All Director nominees are independent except the current and incoming CEO		7.5 years Average tenure	0-4 years
				5-9 years
				10-14 years
				15+ years

Director gender diversity	Director ethnic/ racial diversity	Director overall diversity

Table of Contents

Table of Contents

Southern Company Board of Director Nominees

Table of Contents

Southern Company Board of Director Nominees2021 Proxy Statement
16

Board of Director 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.

	5/16			6/16
	Public Company CEO Experience			PUBLIC COMPANY CEO EXPERIENCE   Audit Committee Financial Expert
Experience serving as a public company CEO with strong business acumen and judgment.		5/13
	AUDIT COMMITTEE FINANCIAL EXPERT Experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor of a public company or experience actively supervising such person or persons. Experience preparing, auditing, analyzing or evaluating public company financial statements and an understanding of a company’s internal controls and procedures for financial reporting.					5/13
	8/16			6/16			4/16
	Geographic Regional			GEOGRAPHIC REGIONAL   National Security Clearance			Southern Operating Company Board Experience
Understanding and experience working in the business and political environment of the 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 securities issues for the Company as an important component of U.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
	11/16			8/16
	Business Integration			BUSINESS INTEGRATION   Environmental
Demonstrated leadership and operational experience with the integration and disposition of business divisions.		8/13
	CYBERSECURITY Experience and contemporary understanding of asymmetrical cyber threats (both to private and governmental actors), risk mitigation and policy gained through operational experience.					5/13
	ENVIRONMENTAL Exposure and understanding of oversight of environmental policy, regulation, risk and business operation matters in highly regulated industries. Experience reducing environmental risks to provide safe, reliable and responsible business operations. An in-depth understanding of the risks and opportunities for an organization in a low-carbon future.	5/13
	7/16			10/16			9/16
	Cybersecurity			FINANCE/BANKING   Finance/Banking			Major Projects
Experience and contemporary understanding of asymmetrical cyber threats (both to private and governmental actors), risk mitigation and policy gained through operational experience.			Exposure 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	Experience overseeing, managing or advising on large scale capital projects in the industrial sector. Knowledge of creating long-term value through the financing of and capital allocation for the construction of large-scale capital projects.
	7/16			12/16
	Nuclear			GOVERNMENT AFFAIRS AND REGULATORY   Government Affairs and Regulatory
Deep knowledge and experience in the construction, operations and regulation of nuclear energy.			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 large scale capital projects in the industrial sector. Knowledge of creating long-term value through the financing of and capital allocation for the construction of large-scale capital projects.	7/13

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Item 1: Election of 13 Directors
17

	NUCLEAR Deep knowledge and experience in the construction, 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. 5/16			6/16			4/13 16
	Utility Operations			TECHNOLOGY (TECHNICAL)   Technology (Digital)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  Technology (Technical)/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

Table of Contents

Southern Company Board of Director Nominees2021 Proxy Statement

Akella

Clark

Earley

Fanning

Grain

Honorable

James

Johns

Klein

Meador

Moniz

Smith

Svinicki

Thomas

Womack

Wood

Public Company CEO Experience

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Audit Committee Financial Expert

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Geographic Regional

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National Security Clearance

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Southern Operating Company Board Experience

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Business Integration

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Cybersecurity

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Environmental

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Finance/Banking

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Government Affairs and Regulatory

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Major Projects

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Nuclear

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Utility Operations

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Other Current Public Company Boards

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Demographic Information

Tenure (Completed Whole Years)

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13

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12

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23

8

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17

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Age

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73

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66

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Gender

Female

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Race or Ethnicity

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Asian

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Black / African American

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White / Caucasian

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