If necessary, this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes any existing supermajority vote requirement that results from default to state law and can be subject to this reform.

The main purpose of this proposal is to motivate management to take the necessary steps to obtain shareholder approval of this proposal topic. This proposal cannot achieve this purpose unless this very proposal appears on the annual meeting ballot and there is the real possibility that SO directors will start piling up big numbers in against votes from shareholders if they support this proposal topic with their typical diffidence.

If management thinks it knows of a better way to motivate management to take the necessary steps to obtain shareholder approval of this proposal topic than publication of this proposal, management is free to respond.

This proposal did not appear as a shareholder proposal on The Southern Company annual meeting ballot in 2019 and 2021 and SO management was clearly not motivated to take the steps necessary for binding approval of this proposal topic.

This proposal topic won greater than 60% support, based on all SO shares outstanding, at both the 2019 and 2021 SO annual meetings. However, both 60+% votes failed because 67% approval was required from all shares outstanding and large numbers of shareholders did not vote.

Currently SO has theoretical 67% approval vote requirements. In practice this works out to a 109%-vote approval from the SO shares that vote at the SO annual meeting. Clearly reform is needed when there is a 109% shareholder approval rule for practical purposes in order to improve the governance of The Southern Company.