The Southern Company Amends By-Laws and Sets 2027 Advance Notice Deadlines

Summary of Filing

On October 20, 2026, the Board of Directors of The Southern Company amended and restated the company's By-Laws, effective immediately.

Key By-Law Amendments (Item 5.03)

• Special Meeting Requirements:
  • Stockholders requesting a special meeting must hold the requisite percentage of stock on a net long basis for at least one continuous year prior to request delivery.
  • A special meeting request is invalid if received in the window between 90 days prior to and 90 days after the anniversary of the preceding year's annual meeting.
  • Integrated SEC Rule 14a-19 universal proxy rules.
• Advance Notice Provisions & Director Nominations:
  • Nominating stockholders must represent compliance with universal proxy rules under Exchange Act Rule 14a-19.
  • Added disclosure requirements regarding Schedule 13D Item 4 plans and Item 5/6 arrangements.
  • Advance notice submission window for annual meetings is established at 90 to 120 days prior to the anniversary of the preceding year's meeting.
  • Reserved the white proxy card exclusively for Board use.
• Voting Standard & Governance Matters:
  • Clarified that matters other than director elections require an affirmative vote of a majority of votes properly cast, unless specified otherwise by law or company charter.
  • Board special meeting notices need not specify the purpose of the meeting.
  • Adopted exclusive forum provisions designating the Delaware Court of Chancery for intracorporate matters and federal district courts for Securities Act claims.

Advance Notice Deadline for 2027 Annual Meeting (Item 8.01)

Following the May 13, 2026 annual meeting, the advance notice submission window for director nominations or business proposals (outside of Rule 14a-8) for the 2027 Annual Meeting runs from January 13, 2027 to February 12, 2027.