So 2013 shholder mtg 8-K 5-13






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)    May 22, 2013    

Commission
File Number
Registrant, State of Incorporation,
Address And Telephone Number
I.R.S. Employer
Identification No.
1-3526
The Southern Company
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000
58-0690070

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))









Item 5.07.
Submission of Matters to a Vote of Security Holders.

The Southern Company (the “Company”) held its Annual Meeting of Stockholders on May 22, 2013. Stockholders voted as follows on the matters presented for a vote:

1.
The nominees for election to the Board of Directors were elected based on the following votes:

Nominees
Votes For
Votes Against
Abstentions
Broker Non-Votes
Juanita Powell Baranco
503,298,273
8,427,032

3,490,564
 
155,293,963
Jon A. Boscia
507,309,982
4,326,030

3,579,857
 
155,293,963
Henry A. Clark III
506,981,485
4,616,500

3,617,884
 
155,293,963
Thomas A. Fanning
495,882,120
12,645,791

6,687,958
 
155,293,963
David J. Grain
506,240,525
5,367,700

3,607,644
 
155,293,963
H. William Habermeyer, Jr.
506,407,304
5,185,089

3,623,476
 
155,293,963
Veronica M. Hagen
506,749,699
4,960,396

3,505,774
 
155,293,963
Warren A. Hood, Jr.
507,431,205
4,221,743

3,562,921
 
155,293,963
Donald M. James
473,257,674
38,410,506

3,547,689
 
155,293,963
Dale E. Klein
507,165,367
4,501,147

3,549,355
 
155,293,963
William G. Smith, Jr.
507,025,231
4,697,783

3,492,855
 
155,293,963
Steven R. Specker
507,143,644
4,509,233

3,562,992
 
155,293,963
E. Jenner Wood III
417,929,434
93,702,103

3,584,332
 
155,293,963

2.
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2013 was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
659,374,473
 
6,143,892
 
4,991,467
 


3.
The proposal to approve, on an advisory basis, the Company's named executive officers' compensation was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
434,966,724
 
26,262,948
 
53,986,197
 
155,293,963


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4.
The proposal to ratify an amendment to the Company's By-Laws removing the mandatory retirement age provision for non-employee directors was approved based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
634,066,672
 
19,677,457
 
16,765,703
 

5.
The proposal to amend the Company's Certificate of Incorporation to reduce the two-thirds supermajority vote requirements in Article Eleventh to a majority vote was not adopted by the necessary vote based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
445,554,166
 
16,865,889
 
52,795,814
 
155,293,963

6.
The proposal to amend the Company's Certificate of Incorporation to reduce the 75% supermajority vote requirements in Article Thirteenth to a two-thirds vote was not adopted by the necessary vote based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
446,074,331
 
16,443,767
 
52,697,771
 
155,293,963



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:May 24, 2013
THE SOUTHERN COMPANY

By /s/ Melissa K. Caen
Melissa K. Caen
Assistant Secretary



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