UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | November 17, 2022 | |||||||
| Commission File Number | Registrant, State of Incorporation, Address and Telephone Number | I.R.S. Employer Identification No. | ||||||||||||||||||
| 1-3526 | The Southern Company | 58-0690070 | ||||||||||||||||||
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000
The name and address of the registrant have not changed since the last report.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||
| The Southern Company | Common Stock, par value $5 per share | SO | New York Stock Exchange | ||||||||
| The Southern Company | Series 2017B 5.25% Junior Subordinated Notes due 2077 | SOJC | New York Stock Exchange | ||||||||
| The Southern Company | Series 2020A 4.95% Junior Subordinated Notes due 2080 | SOJD | New York Stock Exchange | ||||||||
| The Southern Company | Series 2020C 4.20% Junior Subordinated Notes due 2060 | SOJE | New York Stock Exchange | ||||||||
| The Southern Company | Series 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081 | SO 81 | New York Stock Exchange | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On November 17, 2022, Mark Crosswhite, Chairman, President, and Chief Executive Officer of Alabama Power Company (“Alabama Power”) and a named executive officer of The Southern Company (“Southern Company”), notified Alabama Power of his intention to retire. The effective date of the retirement is expected to be December 31, 2022.
In connection with his retirement, Mr. Crosswhite and Southern Company Services, Inc. (“SCS”) expect to enter into a retirement and consulting agreement (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Crosswhite is expected to serve as a consultant to Alabama Power from December 31, 2022 to June 30, 2023. Under the terms of the Consulting Agreement, SCS will pay Mr. Crosswhite $125,000 in cash for his consulting services during this period. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified by reference to the full text of the Consulting Agreement, a copy of which will be filed as an exhibit to Southern Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 21, 2022 | THE SOUTHERN COMPANY | |||||||
| By | /s/Melissa K. Caen | |||||||
| Melissa K. Caen Assistant Secretary | ||||||||