Washington, D. C. 20549



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)December 11, 2023

File Number
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
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 December 11, 2023, Thomas A. Fanning, Executive Chairman of The Southern Company (the “Company”), notified the Company that he is retiring as Executive Chairman and from the Company’s Board of Directors (the “Board”), effective December 31, 2023. Also on December 11, 2023, the Board elected Christopher C. Womack, the Company’s President and Chief Executive Officer and a Board member, to the additional position of Chairman of the Board, effective December 31, 2023.
In connection with Mr. Fanning’s retirement, he and Southern Company Services, Inc. (“SCS”) expect to enter into a consulting agreement (the “Consulting Agreement”). Pursuant to the Consulting Agreement, it is expected that Mr. Fanning will serve as a consultant to SCS from January 1, 2024 to December 31, 2024 and SCS will pay Mr. Fanning $250,000 in cash for his consulting services related to national security matters, including cyber and physical threats, and energy policy issues. 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 the Company’s Annual Report on Form 10-K for the year ending December 31, 2023.

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:   December 12, 2023THE SOUTHERN COMPANY
By/s/Melissa K. Caen
Melissa K. Caen
Assistant Secretary