SOUTHERN CO

This proposal requests that the Board adopt an enduring policy requiring the roles of Board Chair and Chief Executive Officer to be held by two different people and that the Chair be an independent director. It asks the Board to amend governance documents as necessary and allows for an interim non-independent Chair while an independent Chair is identified. The proponent argues an independent Chair would improve impartial oversight, reduce conflicts of interest and enhance shareholder confidence, citing recent financial and operational headwinds and large capital plans as reasons for stronger independent oversight. The submission urges stockholders to support the change now or phase it in at the next CEO contract renewal or succession.

This proposal requests a report describing if and how Southern Company is implementing contractual and regulatory safeguards (e.g., binding commitments, milestone payments, minimum demand charges, collateral or termination penalties) to prevent the risk that infrastructure investments to serve data-center demand are ultimately borne by residential and small-business ratepayers. The proponent cites volatile and uncertain data-center load forecasts, recent withdrawals from Southern’s connection queue, rapid efficiency improvements that could reduce future demand, and the company’s significant planned capital investments as sources of investor concern. The submission notes that some peer utilities require binding commitments from large-load customers and argues Southern’s project-by-project approach without uniform safeguards increases the risk of overbuilding and cost-shifting. The report is requested to clarify whether Southern has put safeguards in place and, if so, to describe them and how they mitigate customer and shareholder risk.

This proposal requests Southern Company to perform, beginning in 2027 and annually thereafter, a due diligence audit and report to shareholders evaluating the scientific, economic and feasibility assumptions underlying the company's 'net zero by 2050' greenhouse gas reduction goal. The proponent argues recent reports, policy changes, industry statements and market developments raise questions about the feasibility and economic implications of achieving net zero by 2050. The requested report would assess whether management's assumptions are credible and identify risks or uncertainties, while omitting proprietary or confidential business information. The submission frames this audit as necessary for shareholders to understand whether the company’s climate commitments are based on sound assumptions.