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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)January 4, 2023

Commission
File Number
Registrant,
State of Incorporation,
Address and Telephone Number
I.R.S. Employer
Identification No.
1-3526The Southern Company58-0690070
(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:

RegistrantTitle of each classTrading
Symbol(s)
Name of each exchange
on which registered
The Southern CompanyCommon Stock, par value $5 per shareSONew York Stock Exchange
The Southern CompanySeries 2017B 5.25% Junior Subordinated Notes due 2077SOJCNew York Stock Exchange
The Southern CompanySeries 2020A 4.95% Junior Subordinated Notes due 2080SOJDNew York Stock Exchange
The Southern Company
Series 2020C 4.20% Junior Subordinated Notes due 2060
SOJENew York Stock Exchange
The Southern CompanySeries 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081SO 81New 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 January 4, 2023, Thomas A. Fanning, Chairman, President, and Chief Executive Officer of The Southern Company (the “Company”), notified the Company of his intention to retire from his positions as President and Chief Executive Officer of the Company. In connection with Mr. Fanning’s retirement, the Board of Directors of the Company (the “Board”) approved the following succession matters. The Board (1) accepted Mr. Fanning’s retirement as (a) President, effective March 31, 2023, and (b) Chief Executive Officer, effective immediately following the conclusion of the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), and (2) elected Christopher C. Womack as (a) President of the Company and a member of the Company’s Board of Directors, each effective March 31, 2023, and (b) Chief Executive Officer of the Company, effective immediately following the conclusion of the Annual Meeting. Mr. Fanning will serve as Executive Chairman of the Company immediately following the conclusion of the Annual Meeting. Mr. Womack will remain Chairman, President, and Chief Executive Officer of Georgia Power Company (“Georgia Power”) until March 31, 2023.
Mr. Womack, 64, has served as Chairman and Chief Executive Officer of Georgia Power since June 2021 and President of Georgia Power since November 2020. Previously, Mr. Womack served as Executive Vice President and President of External Affairs of the Company from January 2009 to October 2020. Mr. Womack is also a director of Essential Utilities, Inc. and Invesco Ltd. Mr. Womack’s industry knowledge and extensive experience with the Company and its subsidiaries make him well-qualified to serve on the Board.
In addition, on January 4, 2023, Stephen E. Kuczynski resigned, effective March 31, 2023, from his position as President of Southern Nuclear Operating Company, Inc. (“Southern Nuclear”). Mr. Kuczynski will remain Chairman and Chief Executive Officer of Southern Nuclear.
Compensation decisions for Mr. Fanning, Mr. Kuczynski, and Mr. Womack in their new roles have not yet been made; once available, any material changes to their compensation will be reported by an amendment to this Current Report on Form 8-K.



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:   January 5, 2023THE SOUTHERN COMPANY
By/s/Melissa K. Caen
Melissa K. Caen
Assistant Secretary
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