Southern Company | Vote on simple majority at Southern Company

Status
39.95% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
SO
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Utilities
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. 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 making the necessary changes in plain English.
Supporting statement
"SUPPORTING STATEMENT: Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements like those at our Company are used to block corporate governance improvements supported by most shareowners but opposed by a status quo management.

This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. This proposal topic also received overwhelming 98%-support each at the 2023 annual meetings of American Airlines (AAL) and The Carlyle Group (CG).

This proposal topic, to improve the corporate governance of The Southern Company, won 66%- suport [sic] at the 2023 SO annual meeting as a Board of Directors proposal. However the sadly outdated corporate governance of SO is hamstrung with a requirement that the 2023 proposal needed to receive 67% approval from all outstanding SO shares.

If improved Southern Company corporate governance increases the market capitalization of SO by one-forth [sic] of 1% it will result in a $187 million increase in the market capitalization of SO.

If SO management had spent the lowest possible 6-figure sum to encourage more SO shareholders to vote in 2023 in order to obtain the required 67%-approval from all SO shares outstanding, it could have resulted in an astounding $1870 return for each $1 invested. Is the SO Board too busy approving other opportunities for a potential $1870 return for each $1 invested to avail itself of this opportunity?

Mr. Anthony Earley, Chair of the SO governance committee, deserves resounding against votes in 2024 for missing this 2023 opportunity.

Filed by John Chevedden."

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