SO Southern Co

ITEMS OF BUSINESS

RECORD DATE

Stockholders of record at the close of business on March 30, 2015 are entitled to attend and vote at the meeting. On that date, there were              shares of common stock (Common Stock) of The Southern Company (Southern Company or the Company) outstanding and entitled to vote.

ANNUAL REPORT TO STOCKHOLDERS

Appendix D to this Proxy Statement is The Southern Company’s 2014 Annual Report.

By Order of the Board of Directors,

Melissa K. Caen, Corporate Secretary,

April 10, 2015

VOTING INFORMATION

Even if you plan to attend the meeting in person, please provide your voting instructions as soon as possible by internet, by phone using the toll-free number, or by mail by marking, signing, dating, and returning the proxy form in the enclosed, postage-paid envelope.

Voting by the internet or by phone is fast and convenient, and your vote is immediately confirmed and tabulated.

PROXY VOTING OPTIONS

YOUR VOTE IS IMPORTANT!

Voting early will ensure the presence of a quorum at the meeting and may save The Southern Company the expense and extra work of additional solicitation.

VOTE BY INTERNET

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VOTE BY PHONE

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Important Notice Regarding the Availability of Proxy Materials for the 2015 Annual Meeting of Stockholders to be held on May 27, 2015:

The Company’s 2015 Proxy Statement, which includes the 2014 Annual Report as an appendix, is also available free of charge on the Company’s website at http://investor.southerncompany.com/proxy.

The Company’s 2014 Annual Report filed with the Securities and Exchange Commission (SEC) on Form 10-K will be provided without charge upon written request to Melissa K. Caen, Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308.

CORPORATE GOVERNANCE

ITEM NO. 1 — ELECTION OF DIRECTORS

Nominees for Election as Directors

The Proxies named on the proxy form will vote, unless otherwise instructed, each properly executed proxy form for the election of the following nominees as Directors. If any named nominee becomes unavailable for election, the Board may substitute another nominee. In that event, the proxy would be voted for the substitute nominee unless instructed otherwise on the proxy form. Each nominee, if elected, will serve until the 2016 Annual Meeting of Stockholders.

The Board of Directors, acting upon the recommendation of the Governance Committee, nominates the following individuals for election to the Southern Company Board of Directors. Each nominee holds or has held senior executive positions, maintains the highest degree of integrity and ethical standards, and complements the needs of the Company. Through their positions, responsibilities, skills, and perspectives, which span various industries and organizations, these nominees represent a Board that is diverse and possesses appropriate collective knowledge and experience in accounting, finance, leadership, business operations, risk management, corporate governance, and the Company’s industry and subsidiaries’ service territories, as detailed below.

Juanita Powell Baranco

		Age: 66   Director since: 2006   Board committee: Audit   Principal occupation: Executive Vice President and Chief Operating Officer of Baranco Automotive Group, automobile sales   Other public company directorships: None (formerly a Director of Cox Radio, Inc. and Georgia Power Company)
Director biography: Ms. Baranco had a successful legal career, which included serving as Assistant Attorney General for the State of Georgia, before she and her husband founded the first Baranco dealership in Atlanta in 1978. She served as a Director of Georgia Power Company (Georgia Power), the largest subsidiary of the Company, from 1997 to 2006. During her tenure on the Georgia Power Board, she was a member of the Controls and Compliance, Diversity, Executive, and Nuclear Operations Overview Committees. She served on the Federal Reserve Bank of Atlanta Board for a number of years and also on the Boards of Directors of John H. Harland Company and Cox Radio, Inc. An active leader in the Atlanta community, she serves on the Board of Trustees for Clark Atlanta University and on the Advisory Council for the Catholic Foundation of North Georgia, the Commerce Club, and the Woodruff Arts Center. She is also past Chair of the Board of Regents for the University System of Georgia and past Board Chair for the Sickle Cell Foundation of Georgia.
The Board has benefited from Ms. Baranco’s particular expertise in business operations and her civic involvement.

Jon A. Boscia

		Age: 62   Director since: 2007   Board committee: Audit (Chair)   Principal occupation: Founder and President, Boardroom Advisors LLC, board governance consulting firm   Other public company directorships: None (formerly a Director of PHH Corporation, Sun Life Financial Inc., Armstrong World Industries, Lincoln Financial Group, Georgia Pacific Corporation, and The Hershey Company)
Director biography: From September 2008 until March 2011, Mr. Boscia served as President of Sun Life Financial Inc. In this capacity, Mr. Boscia managed a portfolio of the company’s operations with ultimate responsibility for the United States, United Kingdom, and Asia business groups and directed the global marketing and investment management functions. Previously, Mr. Boscia served as Chairman of the Board and Chief Executive Officer of Lincoln Financial Group, a diversified financial services organization, until his retirement in 2007. Mr. Boscia became the Chief Executive Officer of Lincoln Financial Group in 1998. During his time at Lincoln Financial Group, the company earned a reputation for its stellar performance in making major acquisitions. Mr. Boscia is a past member of the Board of PHH Corporation, where he was Chair of the Audit Committee and a member of the Regulatory Oversight Committee, past member of the Board of Sun Life Financial Inc., where he was a member of the Investment Oversight Committee and the Risk Review Committee, and past member of the Board of The Hershey Company, where he chaired the Corporate Governance Committee and served on the Executive Committee. In addition, Mr. Boscia has served in leadership positions on other public company boards as well as not-for-profit and industry boards.
Mr. Boscia’s extensive background in finance, investment management, information technology, and corporate governance are valuable to the Board.

Henry A. “Hal” Clark III

		Age: 65   Director since: 2009   Board committees: Compensation and Management Succession (Chair), Finance   Principal occupation: Senior Advisor of Evercore Partners Inc. (formerly Lexicon Partners, LLC), corporate finance advisory firm, since July 2009   Other public company directorships: None
Director biography: As a Senior Advisor with Evercore Partners Inc. (formerly Lexicon Partners, LLC), Mr. Clark is primarily focused on expanding advisory activities in North America with a particular focus on the power and utilities sectors. With more than 30 years of experience in the global financial and the utility industries, Mr. Clark brings a wealth of experience in finance and risk management to his role as a Director. Prior to joining Evercore Partners Inc., Mr. Clark was Group Chairman of Global Power and Utilities at Citigroup, Inc. from 2001 to 2009. His work experience includes numerous capital markets transactions of debt, equity, bank loans, convertible securities, and securitization, as well as advice in connection with mergers and acquisitions. He also has served as policy advisor to numerous clients on capital structure, cost of capital, dividend strategies, and various financing strategies. He has served as Chair of the Wall Street Advisory Group of the Edison Electric Institute.
Mr. Clark’s utility global financial and utility industry expertise as well as his expertise in capital market transactions are valuable to the Board.

Thomas A. Fanning

		Age: 58   Director since: 2010   Principal occupation: Chairman of the Board, President, and Chief Executive Officer of the Company since December 2010   Other public company directorships: Vulcan Materials Company
Director biography: Mr. Fanning has held numerous leadership positions across the Southern Company system during his more than 30 years with the Company. He served as Executive Vice President and Chief Operating Officer of the Company from 2008 to 2010, leading the Company’s generation and transmission, engineering, and construction services, research and environmental affairs, system planning, and competitive generation business units. He served as the Company’s Executive Vice President and Chief Financial Officer from 2007 to 2008 and Executive Vice President, Chief Financial Officer, and Treasurer from 2003 to 2007, where he was responsible for the Company’s accounting, finance, tax, investor relations, treasury, and risk management functions. In those roles, he also served as the chief risk officer and had responsibility for corporate strategy. Mr. Fanning is on the Board of Southern Power Company (Southern Power), a subsidiary of Southern Company. Mr. Fanning is also a Director of Vulcan Materials Company, serving as a member of the Audit Committee and the Compensation Committee, and the Federal Reserve Bank of Atlanta, serving as Chairman of the Board. Mr. Fanning served on the Board of The St. Joe Company from 2005 through September 2011.
Mr. Fanning’s knowledge of the Company’s business and the electric utility industry, understanding of the complex regulatory structure of the industry, and experience in strategy development and execution uniquely qualify him to be the Chairman of the Board.

David J. Grain

Veronica M. Hagen

		Age: 69   Director since: 2008; Lead Independent Director since May 28, 2014   Board committees: Compensation and Management Succession, Nuclear/Operations   Other public company directorships: Polymer Group, Inc., Newmont Mining Corporation
Director biography: From 2007 until her retirement in 2013, Ms. Hagen served as Chief Executive Officer of Polymer Group, Inc., where she continues to serve as a Director and Chair of the Nominating and Corporate Governance Committee. Ms. Hagen also served as President of Polymer Group, Inc. from January 2011 until her retirement in 2013. Polymer Group, Inc. is a leading producer and marketer of engineered materials. Prior to joining Polymer Group, Inc., Ms. Hagen was the President and Chief Executive Officer of Sappi Fine Paper, a division of Sappi Limited, the South African-based global leader in the pulp and paper industry, from November 2004 until 2007. She also has served as Vice President and Chief Customer Officer at Alcoa Inc. and owned and operated Metal Sales Associates, a privately-held metal business. Ms. Hagen also serves as the Chair of the Compensation Committee and a member of the Environmental, Social Responsibility, and Safety Committee of the Board of Newmont Mining Corporation.
Ms. Hagen’s global operational management experience and commercial business leadership are valuable assets to the Board.

Warren A. Hood, Jr.

Linda P. Hudson

Donald M. James

		Age: 66   Director since: 1999   Board committees: Governance (Chair), Finance   Other public company directorships: Vulcan Materials Company, Wells Fargo & Company (formerly a Director of Protective Life Corporation)
Director biography: Mr. James retired from his position as Chief Executive Officer of Vulcan Materials Company in July 2014 and Executive Chairman in January 2015. He continues to serve as Chairman of the Board of Directors of Vulcan Materials Company. Mr. James joined Vulcan Materials Company in 1992 as Senior Vice President and General Counsel and then became President of the Southern Division and then Senior Vice President of the Construction Materials Group and President and Chief Executive Officer. Prior to joining Vulcan Materials Company, Mr. James was a partner at the law firm of Bradley, Arant, Rose & White for 10 years. Mr. James is also a Trustee of the UAB Health System and Children’s of Alabama, where he serves on the Executive Committee. In addition, he serves on the Finance and the Human Resources Committees of Wells Fargo & Company’s Board of Directors.
Mr. James’ leadership of a large public company, his legal expertise, and his civic involvement are valuable assets to the Board.

John D. Johns

		Age: 63   Director since: 2015   Board committees: Audit   Principal occupation: Chairman, President, and Chief Executive Officer of Protective Life Corporation (Protective Life)   Other public company directorships: Regions Financial Corporation, Genuine Parts Company (formerly a Director of Alabama Power Company)
Director biography: Mr. Johns has served as Chairman, President, and Chief Executive Officer of Protective Life since 2002. He joined Protective Life in 1993 as Executive Vice President and Chief Financial Officer. Before his tenure at Protective Life, Mr. Johns served as general counsel of Sonat, Inc., a diversified energy company. Prior to joining Sonat, Inc., Mr. Johns was a founding partner of the law firm Maynard Cooper & Gale. He previously served on the Board of Directors of Alabama Power Company (Alabama Power) from 2004 to 2015. During his tenure on the Alabama Power Board, he was a member of the Nominating Committee and Executive Committee. Mr. Johns has served on the Executive Committee of the Financial Services Roundtable in Washington, D.C., and is the immediate past chairman of the American Council of Life Insurers. He is a member of the Board of Directors of Regions Financial Corporation, where he serves on the Nominating and Governance and Risk Committees, and Genuine Parts Company, where he serves on the Compensation, Nominating and Governance Committee. Mr. Johns has served as the Chairman of the Business Council of Alabama, the Birmingham Business Alliance, the Greater Alabama Council, Boy Scouts of America, and Innovation Depot, Alabama’s leading business and technology incubator.
Mr. Johns’ management and leadership experience, his significant familiarity with Alabama Power, and his civic involvement are valuable to the Board.

Dale E. Klein

		Age: 67   Director since: 2010   Board committees: Governance, Nuclear/Operations, Business Security Subcommittee (Chair)   Principal occupation: Associate Vice Chancellor of Research of the University of Texas System since 2011 and Associate Director of the Energy Institute at The University of Texas at Austin since 2010   Other public company directorships: Pinnacle West Capital Corporation, Arizona Public Service Company
Director biography: Dr. Klein was Commissioner from 2009 to 2010 and Chairman from 2006 through 2009 of the U.S. Nuclear Regulatory Commission. Dr. Klein also served as Assistant to the Secretary of Defense for Nuclear, Chemical, and Biological Defense Programs from 2001 through 2006. Dr. Klein has more than 35 years of experience in the nuclear energy industry. Dr. Klein began his career at the University of Texas in 1977 as a professor of mechanical engineering which included a focus on the university’s nuclear program. He spent nearly 25 years in various teaching and leadership positions including Director of the nuclear engineering teaching laboratory, associate dean for research and administration in the College of Engineering, and vice-chancellor for special engineering programs. He serves on the Audit and Nuclear and Operating Committees of Pinnacle West Capital Corporation, an Arizona energy company, and is a member of the Board of Pinnacle West Capital Corporation’s principal subsidiary, Arizona Public Service Company.
Dr. Klein’s expertise in nuclear energy regulation and operations, technology, and safety is valuable to the Board.

William G. Smith, Jr.

		Age: 61   Director since: 2006   Board committees: Finance (Chair), Compensation and Management Succession   Principal occupation: Chairman of the Board, President, and Chief Executive Officer of Capital City Bank Group, Inc., banking   Other public company directorships: Capital City Bank Group, Inc.
Director biography: Mr. Smith began his career at Capital City Bank in 1978, where he worked in a number of positions of increasing responsibility before being elected President and Chief Executive Officer of Capital City Bank Group, Inc. in January 1989. He was elected Chairman of the Board of the Capital City Bank Group, Inc. in 2003. He is also the Chairman and Chief Executive Officer of Capital City Bank. He previously served on the Board of Directors of the Federal Reserve Bank of Atlanta. He is the former Federal Advisory Council Representative for the Sixth District of the Federal Reserve System and past Chair of both Tallahassee Memorial HealthCare and the Tallahassee Area Chamber of Commerce.
Mr. Smith’s experience in finance, business operations, and risk management is valuable to the Board.

Steven R. Specker

		Age: 69   Director since: 2010   Board committees: Nuclear/Operations (Chair), Compensation and Management Succession   Other public company directorships: Trilliant Incorporated
Director biography: Dr. Specker served as President and Chief Executive Officer of the Electric Power Research Institute (EPRI) from 2004 until his retirement in 2010. Prior to joining EPRI, Dr. Specker founded Specker Consulting, LLC, a private consulting firm, which provided operational and strategic planning services to technology companies serving the global electric power industry. Dr. Specker also served in a number of leadership positions during his 30-year career at General Electric Company (GE), including serving as President of GE’s nuclear energy business, President of GE digital energy, and Vice President of global marketing. Dr. Specker is also a member of the Board of Trilliant Incorporated, a leading provider of Smart Grid communication solutions.
Dr. Specker brings to the Board a keen understanding of the electric industry and valuable insight in innovation and technology development.

Larry D. Thompson

		Age: 69   Director since: 2014 (previously served from 2010 to 2012)   Board committee: Audit   Other public company directorships: Franklin, Templeton Series Mutual Funds, Graham Holdings Company (formerly a Director of Cbeyond, Inc.)
Director biography: From 2012 until his retirement in 2014, Mr. Thompson served as Executive Vice President, Government Affairs, General Counsel, and Corporate Secretary for PepsiCo Inc., one of the world’s largest packaged food and beverage companies. Prior to that, Mr. Thompson served from 2004 to 2011 as Senior Vice President of Government Affairs, General Counsel, and Corporate Secretary of PepsiCo Inc. In his role at PepsiCo Inc., Mr. Thompson was responsible for PepsiCo Inc.’s worldwide legal function, as well as its government affairs organization, and the company’s charitable foundation. His government career includes serving as Deputy Attorney General in the United States Department of Justice and leading the National Security Coordination Council. In 2002, President George W. Bush named Mr. Thompson to head the Department of Justice’s Corporate Fraud Task Force. Mr. Thompson is an Independent Trustee of various investment companies in the Franklin Templeton group of mutual funds and a Director and a member of the Compensation Committee of Graham Holdings Company (formerly The Washington Post Company). He also serves as a Director of the PepsiCo Foundation. Mr. Thompson served as a Director of Southern Company from 2010 to 2012 and was a member of the Audit Committee.
Mr. Thompson’s government experience and corporate governance and legal expertise are valuable to the Board.

E. Jenner Wood III

		Age: 63   Director since: 2012   Board committees: Governance, Nuclear/Operations   Principal occupation: Chairman and Chief Executive Officer of the Atlanta Division of SunTrust Bank and Corporate Executive Vice President of SunTrust Banks, Inc., banking   Other public company directorships: Genuine Parts Company, Oxford Industries, Inc. (formerly a Director of Crawford & Company and Georgia Power)
Director biography: Mr. Wood is currently the Chairman, President, and Chief Executive Officer of the Atlanta Division of SunTrust Bank, a position he has held since April 2014, where he is responsible for managing retail, commercial, and private wealth banking in the Greater Atlanta area. He also has served as an Executive Vice President of SunTrust Banks, Inc. since July 2005. From April 2010 through January 2013, he was Chairman of the Board, President, and Chief Executive Officer of the Atlanta/Georgia Division of SunTrust Bank and from January 2013 through March 2014 he was Chairman of the Board, President, and Chief Executive Officer of the Georgia/North Florida Division of SunTrust Bank. From 2002 through 2010, he served as Chairman, President, and Chief Executive Officer of SunTrust Bank Central Group with responsibility over Georgia and Tennessee. He served as a member of the Board of Georgia Power from 2002 until May 2012. During his tenure on the Georgia Power Board, he served as a member of the Compensation, Executive, and Finance Committees. Mr. Wood is a Director of Oxford Industries, Inc., where he serves as Presiding Director and as a member of the Executive Committee, and a Director of Genuine Parts Company, where he serves on the Audit Committee. He is active in numerous civic and community organizations, serving as a Trustee of the Robert W. Woodruff Foundation, The Sartain Lanier Family Foundation, Camp-Younts Foundation, the Jesse Parker Williams Foundation, and the William I. H. and Lula E. Pitts Foundation.
Mr. Wood’s leadership experience and extensive background in finance as well as his involvement in the community are beneficial to the Board.

Each nominee has served in his or her present position for at least the past five years, unless otherwise noted.

The affirmative vote of a majority of the votes cast is required for the election of Directors at any meeting for the election of Directors at which a quorum is present. A majority of the votes cast means that the number of shares voted “FOR” the election of a Director must exceed the number of votes cast “AGAINST” the election of that Director.

		THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED IN ITEM NO. 1.

ITEM NO. 2 — APPROVAL OF THE COMPANY’S OUTSIDE DIRECTORS STOCK PLAN

The Board of Directors has adopted effective June 1, 2015, subject to stockholder approval, the Outside Directors Stock Plan for Directors of The Southern Company and its Subsidiaries (Plan). The purpose of the Plan is to provide a mechanism for non-employee Directors to automatically increase their ownership of Common Stock and thereby further align their interests with those of the Company’s stockholders.

The Plan will be administered by the Company’s Governance Committee.

The Plan provides for the payment to non-employee Directors of a portion of their annual retainer fee in unrestricted shares of Common Stock. For the subsidiary company participants, the equity-based annual retainer fee that will be payable under the Plan in Common Stock ranges from $19,500 to $30,000 per year. See “Director Compensation” in this Proxy Statement for a description of the equity-based annual retainer fee paid to the Company’s Directors. Additionally, the Plan permits participants to elect to receive a greater portion — up to all — of their Director compensation in Common Stock. For the Company’s Directors, the receipt of Common Stock under the Plan is deferred until departure from the Board of Directors. Other subsidiary company participants may elect

to defer receipt of all or a portion of Common Stock paid under the Plan until departure from their respective Board of Directors. The Company expects that there will be approximately 55 Company and subsidiary company Directors initially participating in the Plan.

The maximum amount of Common Stock that may be granted under the Plan is 1,000,000 shares.

The Board of Directors of the Company may amend or terminate the Plan at any time, subject to any required stockholder approval. The maximum amount of Common Stock that may be granted under the Plan may not be increased without stockholder approval.

The estimated amount to be paid to the Company’s non-executive Directors as a group under the Plan in 2015 is $3.5 million. The actual number of shares of Common Stock to be received will be dependent upon the market price of the Common Stock on the date of grant. No amounts will be paid to executive officers or other employees under the Plan.

The text of the Plan is included as Appendix A to this Proxy Statement.

The affirmative vote of a majority of the votes cast is required for approval of the Plan.

		THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEM NO. 2.

ITEM NO. 3 — AMENDMENT TO THE COMPANY’S BY-LAWS RELATED TO THE ABILITY OF STOCKHOLDERS TO ACT BY WRITTEN CONSENT TO AMEND THE BY-LAWS

The Board of Directors has determined that it is in the best interests of the Company and its stockholders to amend the provision contained in Section 46 of the Company’s By-Laws (By-Laws) relating to the ability of stockholders to act by written consent to amend the By-Laws. The proposed amendment would amend the By-Laws to permit stockholders to take action to amend the By-Laws without a meeting by the

written consent of holders of not less than the minimum number of the issued and outstanding shares that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Background of This Item

The Board of Directors is committed to implementing and maintaining effective corporate governance policies and practices which seek to ensure that the Company is governed with high standards of ethics, integrity, and accountability and in the best interest of the Company’s stockholders. A written consent right generally affords stockholders a means of acting between annual meetings other than by calling a special meeting. Under Section 228(a) of the Delaware General Corporation Law (DGCL), any action that may be taken at a meeting of stockholders may be taken without a meeting “by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted,” unless otherwise provided in the certificate of incorporation. The Company’s Certificate of Incorporation permits the Company’s stockholders to act by written consent because it does not restrict that right. The only provision in the By-Laws that concerns stockholders’ ability to act by written consent is contained in Section 46, which provides that stockholders may amend the By-Laws without a meeting but only by unanimous written consent. The Board of Directors has determined that revising this provision in the By-Laws to make it consistent with Section 228(a) of the DGCL and the Company’s Certificate of Incorporation is in the best interests of the Company and its stockholders.

As a result, the Board of Directors voted to approve, and to recommend to the Company’s stockholders that they approve, a proposal to amend Section 46 of the By-Laws to permit stockholders to take action to amend the By-Laws without a meeting by the written consent of holders of not less than the minimum number of the issued and outstanding shares of capital stock of the Company having voting powers that

would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present and voted. Under the By-Laws, the proposed amendment to Section 46 of the By-Laws requires stockholder approval in order to become effective.

Amendment

The proposed amendment to Section 46 of the By-Laws would revise the provision that relates to the ability of stockholders to act by written consent to amend the By-Laws. If approved, this proposed amendment would conform Section 46 of the By-Laws to Section 228 of the DGCL and the Company’s Certificate of Incorporation to make clear that the standard set forth in Section 228(a) of the DGCL governs the ability of the Company’s stockholders to act by written consent.

The text of the proposed amendment, marked to show changes to the current Section 46 of the By-Laws, is included as Appendix B to this Proxy Statement.

The affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote at the annual meeting is required for approval of the proposed amendment to Section 46 of the By-Laws as presented in this Item No. 3.

		THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEM NO. 3.

Company Organization

Southern Company is a holding company managed by a core group of officers and governed by a Board of Directors that is currently comprised of 15 members.

At the 2015 Annual Meeting, stockholders will elect 15 Directors. The nominees for election as Directors consist of 14 non-employees and one executive officer of the Company.

The Board of Directors has adopted and operates under a set of Corporate Governance Guidelines which are available on the Company’s website at www.southerncompany.com under Information for Investors/Corporate Governance.

Corporate Governance Website

In addition to the Company’s Corporate Governance Guidelines (which include Board independence criteria), other information relating to corporate governance of the Company is available on the Company’s Corporate Governance webpage at www.southerncompany.com under Information for Investors/Corporate Governance.

The Corporate Governance documents also may be obtained by requesting a copy from Melissa K. Caen, Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308.

Director Independence

No Director will be deemed to be independent unless the Board of Directors affirmatively determines that the Director has no material relationship with the Company directly or as an officer, stockholder, or partner of an organization that has a relationship with the Company. The Board of Directors has adopted categorical guidelines which provide that a Director will not be deemed to be independent if within the preceding three years:

At least annually, the Board receives a report on all commercial, consulting, legal, accounting, charitable, or other business relationships that a Director or the Director’s immediate family members have with the Company. This report specifically includes all ordinary course transactions with entities with which the Directors are associated. The Board determined that the Company and its subsidiaries followed

the Company’s procurement policies and procedures, that the amounts reported were well under the thresholds contained in the Director independence requirements, and that no Director had a direct or indirect material interest in the transactions. See Other Information — Certain Relationships and Related Transactions for a discussion of related party transactions identified by the Company.

The Board reviewed all contributions made by the Company and its subsidiaries to charitable organizations with which the Directors are associated. The Board determined that the contributions were consistent with other contributions by the Company and its subsidiaries to charitable organizations and none were approved outside the Company’s normal procedures.

At least annually, the Board also reviews Director independence. The Board considers transactions, if any, identified in the review of the report discussed above that affect Director independence, including any transactions in which the amounts reported were above the threshold contained in the Director independence requirements and in which a Director had a direct or indirect material interest. No such transactions were identified and, as a result, no such transactions were considered by the Board. In determining independence, the Board also considered that, in the ordinary course of the Southern Company system’s business, electricity is provided to some Directors and entities with which the Directors are associated on the same terms and conditions as provided to other customers of the Southern Company system.

As a result of its review of Director independence, the Board affirmatively determined that none of the following persons who are currently serving as Directors or who served during 2014 or who are nominees for election as Directors has a material relationship with the Company and, as a result, such persons are determined to be independent: Juanita Powell Baranco, Jon A. Boscia, Henry A. Clark III, David J. Grain, H. William Habermeyer, Jr., Veronica M. Hagen, Warren A. Hood, Jr., Linda P.

Hudson, Donald M. James, John D. Johns, Dale E. Klein, William G. Smith, Jr., Steven R. Specker, Larry D. Thompson, and E. Jenner Wood III. Thomas A. Fanning, a current Director, is Chairman of the Board, President, and Chief Executive Officer of the Company and is not independent.

Communicating with the Board

Interested parties may communicate directly with the Company’s Board or specified Directors, including the Lead Independent Director. Communications may be sent to the Company’s Board or to specified Directors, including the Lead Independent Director, by regular mail or electronic mail. Regular mail should be sent to the attention of Melissa K. Caen, Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308. The electronic mail address is CORPGOV@southerncompany.com. The electronic mail address also can be accessed from the Corporate Governance webpage located under Information for Investors/Corporate Governance on the Company’s website at www.southerncompany.com, under the link entitled Governance Inquiries. With the exception of commercial solicitations, all communications directed to the Board or to specified Directors will be relayed to them.

Stakeholder Engagement

The Company places great importance on consistent dialogue with its stakeholders, including customers, investors, and employees as well as with the financial community generally. The Company also regularly engages in discussions with, and provides comprehensive information for, its constituents interested in the Southern Company system’s citizenship, stewardship, and environmental compliance. As part of these efforts, in 2014, the Company began a more systematic approach to investor outreach and involved members of its senior management and the Board of Directors. These efforts included a specific focus on the Company’s corporate governance philosophy and practices and its desire to hear about the governance topics of specific interest to its stockholders. Moving forward, the Company will

continue to take an active, inclusive, and flexible approach to stakeholder engagement.

Majority Voting for Directors

Since 2010, the Company has had a majority vote standard for Director elections, which requires that a nominee for Director in an uncontested election receive a majority of the votes cast at a stockholder meeting in order to be elected to the Board. The Board believes this standard for uncontested elections is a more equitable standard than a plurality vote standard. A plurality vote standard guarantees the election of a Director in an uncontested election; however, a majority vote standard means that nominees in uncontested elections are only elected if a majority of the votes cast are voted in their favor. The Board believes that the majority vote standard in uncontested Director elections strengthens the Director nomination process and enhances Director accountability.

The Company also has a resignation policy, which requires any nominee for election as a Director to submit an irrevocable letter of resignation as a condition to being named as such nominee, which would be tendered in the event that nominee fails to receive the affirmative vote of a majority of the votes cast in an uncontested election at a meeting of stockholders. Such resignation would be considered by the Board, and the Board would be required to either accept or reject such resignation within 90 days from the certification of the election results.

Political Contributions Policy

The Board reviews the Company’s political contributions and its policies and procedures regarding political contributions. Any corporate political contributions or independent expenditures made by the Company and its subsidiaries in connection with elections for public office, as well as any payments made by the Company and its subsidiaries to other organizations that are designated for their use in making political contributions or independent expenditures, are reviewed at least annually with the Board. Any corporate contributions to ballot initiative campaign committees also are reviewed annually with the Board.

Director Compensation

Only non-employee Directors of the Company are compensated for service on the Board of Directors. During 2014, the pay components for non-employee Directors were:

        Annual retainers:

        Annual equity grant:

        Meeting fees:

On December 8, 2014, the Board of Directors created a Business Security Subcommittee of the Nuclear/Operations Committee and approved an additional $12,500 annual cash retainer for serving on such subcommittee.

Director Deferred Compensation Plan

The annual equity grant is required to be deferred in shares of Common Stock under the Deferred Compensation Plan for Outside Directors of The Southern Company, as amended and restated effective January 1, 2008 (Director Deferred Compensation Plan), and invested in Common Stock units which earn dividends as if invested in Common Stock. Earnings are reinvested in additional stock units. Upon leaving the Board, distributions are made in Common Stock or cash.

Director Compensation Table

The following table reports all compensation to the Company’s non-employee Directors during 2014, including amounts deferred in the Director Deferred Compensation Plan. Non-employee Directors do not receive Option Awards or Non-Equity Incentive Plan Compensation, and there is no pension plan for non-employee Directors. Mr. Johns, who was elected to the Board effective February 9, 2015, is not included in this table.

Director Stock Ownership Guidelines

Under the Company’s Corporate Governance Guidelines, non-employee Directors are required to beneficially own, within five years of their initial election to the Board, Common Stock equal to at least five times the annual Director cash retainer fee. Also, as described in the Director Compensation section above, the annual equity grant received as a part of the annual compensation for non-employee Directors is required to be deferred until Board membership ends. All non-employee Directors either meet the stock ownership guideline or are expected to meet the guideline within the allowed timeframe.

Board Leadership Structure

The Board believes that its current leadership structure, which has a combined role of Chief Executive Officer and Chairman counterbalanced by a strong independent Board led by a Lead Independent Director, is most suitable for the Company at this time. The combined role of Chief Executive Officer and Chairman is held by Mr. Fanning who is the Director most familiar with the Company’s business and industry, including the regulatory structure and other industry-specific matters, as well as being most capable of effectively identifying strategic priorities and leading discussion and execution of strategy. Independent Directors and management have different perspectives and roles in strategy development. The Chief Executive Officer brings Company-specific experience and expertise, while the Company’s independent Directors bring experience, oversight, and expertise from outside the Company and its industry. The Board believes that the combined role of Chief Executive Officer and Chairman promotes the development and execution of the Company’s strategy and facilitates the flow of information between management and the Board, which is essential to effective corporate governance.

The Board believes the combined role of Chief Executive Officer and Chairman, together with a strong Lead Independent Director having the duties described below, is in the best interest of stockholders because it provides the optimal

balance between independent oversight of management and unified leadership.

Lead Independent Director

The Lead Independent Director is elected every two years by the independent Directors. Non-management Directors meet, without management, on each regularly-scheduled Board meeting date, and at other times as deemed appropriate by the Lead Independent Director or two or more other independent Directors.

The Lead Independent Director has the following powers and responsibilities:

Ms. Veronica M. Hagen currently serves as the Company’s Lead Independent Director. Mr. William G. Smith, Jr. served as the Company’s Presiding Director effective May 23, 2012 until May 28, 2014. In February 2014, Ms. Hagen was appointed to serve as the Presiding Director effective May 28, 2014 until the Company’s 2016 Annual Meeting of Stockholders. On July 21, 2014, the Board of Directors approved an amendment to the Company’s Corporate Governance Guidelines changing the Presiding Director’s title to “Lead Independent Director” and enhancing the Lead Independent Director’s responsibilities, including noting that the Lead Independent Director

		Jon A. Boscia Chair

The Board has determined that the members of the Audit Committee are independent as defined by the New York Stock Exchange (NYSE) corporate governance rules within its listing standards and rules of the SEC promulgated pursuant to the Sarbanes-Oxley Act of 2002. The Board has determined that Mr. Boscia qualifies as an “audit committee financial expert” as defined by the SEC.

		Henry A. “Hal” Clark III Chair

The Board has determined that each member of the Compensation Committee is independent.

		William G. Smith, Jr. Chair

The Board has determined that each member of the Finance Committee is independent.

		Donald M. James Chair

The Board has determined that each member of the Governance Committee is independent.

		Steven R. Specker Chair

The Board has determined that each member of the Nuclear/Operations Committee is independent.

Board Risk Oversight

The Board and its committees have both general and specific risk oversight responsibilities. The Board has broad responsibility to provide oversight of significant risks to the Company primarily through direct engagement with Company management and through delegation of ongoing risk oversight responsibilities to the committees. The charters of the committees as approved by the Board and the committees’ checklists of agenda items define the areas of risk for which each committee is responsible for providing ongoing oversight.

Each committee annually provides ongoing oversight for each of the Company’s most significant risks designated to it as described in its charter or otherwise assigned by the Board, reports to the Board on their oversight activities, and elevates review of risk issues to the Board as appropriate.

For each committee, the Chief Executive Officer of the Company has designated a member of executive management as the primary responsible officer for providing information and updates related to the significant risks. These officers ensure that all significant risks identified on the Company’s risk profile are reviewed with the Board and/or the appropriate committee(s) at least annually.

In addition to oversight of its designated risks, the Audit Committee is also responsible for reviewing the adequacy of the risk oversight process and for reviewing documentation that appropriate risk management and oversight are occurring. In order to fulfill this duty, a report is made to the Audit Committee at least annually.

This report documents which significant risk reviews have occurred and the committee(s) reviewing such risks. In addition, an overview is provided at least annually of the risk assessment and profile process conducted by Company management. At least annually, the Board and the Audit Committee review the Company’s risk profile to ensure that oversight of each risk is properly designated to an appropriate committee or the full Board. Additionally, the Audit Committee receives regular updates from Internal Auditing, as needed, and quarterly updates as part of the disclosure controls process.

The Company believes that its leadership structure supports the risk oversight function of the Board. While the Company has a combined role of Chairman and Chief Executive Officer, an independent Director chairs each committee responsible for providing ongoing oversight of certain areas of risk. Also, there is open communication between the Company’s management and the Directors and all Directors are actively involved in the risk oversight function.

Director Attendance

The Board of Directors met seven times in 2014. Average Director attendance at all applicable Board and committee meetings was 98%. No nominee attended less than 75% of applicable meetings.

All Director nominees are expected to attend the Annual Meeting of Stockholders. All the members of the Board of Directors serving on May 28, 2014, the date of the 2014 Annual Meeting of Stockholders, attended the meeting.

STOCK OWNERSHIP TABLE

Stock Ownership of Directors, Nominees, and Executive Officers

The following table shows the number of shares of Common Stock beneficially owned by Directors, nominees, and executive officers as of February 28, 2015. The shares owned by all Directors, nominees, and executive officers as a group constitute less than one percent of the total number of shares of Common Stock outstanding.

Stock Ownership of Certain Other Beneficial Owners

According to a Schedule 13G/A filed with the SEC on February 9, 2015 by Blackrock, Inc., a schedule 13G filed with the SEC on February 12, 2015 by State Street Corporation, and a Schedule 13G/A filed with the SEC on February 11, 2015 by The Vanguard Group (collectively, the Ownership Reports), the following reported beneficial ownership of more than 5% of the outstanding shares of Common Stock:

EXECUTIVE COMPENSATION

compensation that rewards achievement of the Company’s financial success, business unit financial and operational success, and total shareholder return. The Company’s financial and operational achievement in 2014 resulted in performance-based awards that were aligned with performance.

All decisions concerning the compensation of the Company’s named executive officers are made by the Compensation Committee, an independent Board committee, with the advice and counsel of an independent executive compensation consultant, Pay Governance.

The Company encourages stockholders to read the Executive Compensation section of this Proxy Statement which includes the CD&A, the Summary Compensation Table, and other related compensation tables, including the information accompanying these tables.

Although it is non-binding on the Board of Directors, the Compensation Committee will review and consider the vote results when making future decisions about the Company’s executive compensation program.

The affirmative vote of a majority of the votes cast is required for approval of the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement for the 2015 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2014 Summary Compensation Table, and the other related tables and accompanying narrative set forth in the Proxy Statement.”

 

		THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEM NO. 4.

INDEX TO EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

This section describes the compensation program for the Company’s Chief Executive Officer and Chief Financial Officer in 2014, as well as the compensation program for each of the Company’s other three most highly compensated executive officers serving at the end of the year. Also described is the compensation of Alabama Power’s former President and Chief Executive Officer, Charles D. McCrary, who retired effective May 1, 2014. Collectively, these officers are referred to as the named executive officers.

Executive Summary

Performance and Pay

Performance-based pay represents a substantial portion of the total direct compensation paid or granted to the named executive officers for 2014. Performance-based pay includes both short-term compensation payable in cash on an annual basis (Performance Pay Program) and long-term, equity-based compensation (performance shares and stock options). Both short-term and long-term pay ultimately depend on the financial and operational performance of the Company and its business units.

Short-term performance pay is based on achievement of financial and operational goals that include Company earnings per share (EPS) and business unit financial and operational goals. Company EPS and business unit financial and operational achievement results for 2014, as adjusted and further described in this CD&A, are shown below:

These performance levels resulted in a composite corporate performance score of 170% of target under the short-term Performance Pay Program.

Long-term performance pay includes stock options and performances shares, which are granted annually but do not vest until a later date. Stock options vest over a three-year period, while performance shares vest based on Company total shareholder return relative to peers at the end of a three-year performance period. For stock options granted in 2014, the year-end stock price exceeded the grant price by 19%. Performance shares vested on December 31, 2014 for the 2012 through 2014 performance period at 14% of target value, reflecting the Company’s lower total shareholder return relative to the performance share peer groups.

Compensation and Benefit Beliefs and Practices

The Company’s compensation and benefit program is based on the following beliefs:

Based on these beliefs, the Compensation Committee believes that the Company’s executive compensation program should:

Executive compensation is targeted at the market median of industry peers, but actual compensation is primarily determined by achievement of the Company’s business goals. The Company believes that focusing on the customer drives achievement of financial objectives and delivery of a premium, risk-adjusted total shareholder return for the Company’s stockholders. Therefore, short-term performance pay is based on achievement of the Company’s operational and financial performance goals, with one-third determined by operational performance, such as safety, reliability, and customer satisfaction; one-third determined by business unit financial performance; and one-third determined by EPS performance. Long-term performance pay is tied to stockholder value, with 40% of the target value awarded in stock options, which reward stock price appreciation, and 60% awarded in performance shares, which reward total shareholder return performance relative to that of industry peers and stock price appreciation.

OVERVIEW OF EXECUTIVE COMPENSATION COMPONENTS

The primary components of the 2014 executive compensation program are shown below:

ESTABLISHING MARKET-BASED COMPENSATION LEVELS

Pay Governance develops and presents to the Compensation Committee competitive market-based compensation levels for each of the named executive officers. The market-based compensation levels are developed from a size-appropriate energy services executive compensation survey database. The survey participants, listed below, are utilities with revenues greater than $6 billion. The Compensation Committee reviews the data and uses it in establishing market-based compensation levels for the named executive officers.

time he was employed during the performance period. See the Summary Compensation Table and Grants of Plan-Based Awards in 2014 for more information on the actual compensation amounts Mr. McCrary received.

For purposes of comparing the value of the compensation program to the market data, stock options are valued at $2.20 per option and performance shares at $37.54 per unit. These values represent risk-adjusted present values on the date of grant and are consistent with the methodologies used to develop the market data. The mix of stock options and performance shares granted was 40% and 60%, respectively, of the long-term value shown above.

In 2013, Pay Governance analyzed the level of actual payouts for 2012 performance under the annual Performance Pay Program made to the named executive officers relative to performance versus peer companies to provide a check on the goal-setting process, including goal levels and associated performance-based pay opportunities. The findings from the analysis were used in establishing performance goals and the associated range of payouts for goal achievement for 2014. That analysis was updated in 2014 by Pay Governance for 2013 performance, and those findings were used in establishing goals for 2015.

DESCRIPTION OF KEY COMPENSATION COMPONENTS

2014 Base Salary

Base salary amounts for each of the named executive officers were recommended in 2014 for the Compensation Committee’s approval by Mr. Fanning, except for his own salary. Those recommendations took into account the market data provided by Pay Governance, as well as the need to retain an experienced team, internal equity, time in position, and individual performance. Individual performance includes the degree of competence and initiative exhibited and the individual’s relative contribution to the achievement of financial and operational goals in prior years. Based on these factors, most of the named executive officers received base salary increases in 2014, ranging from 1% to 4%, consistent with increases for most other employees.

2014 Performance-Based Compensation

This section describes performance-based compensation for 2014.

Achieving Operational and Financial Performance Goals — The Guiding Principle for Performance-Based Compensation

The Southern Company system’s number one priority is to continue to provide customers outstanding reliability and superior service at reasonable prices while achieving a level of financial performance that benefits the Company’s stockholders in the short and long term. Operational excellence and business unit and Company financial performance are integral to the achievement of business results that benefit customers and stockholders.

Therefore, in 2014, the Company strove for and rewarded:

The performance-based compensation program is designed to encourage achievement of these goals.

Mr. Fanning, with the assistance of the Company’s Human Resources staff, recommended to the Compensation Committee the program design and award amounts for senior management, including the named executive officers (other than Mr. Fanning).

2014 Annual Performance-Based Pay Program

Mississippi Power’s construction of the integrated coal gasification combined cycle facility in Kemper County (Kemper IGCC) were not excluded from goal achievement results. Because the charges were not excluded, the payout levels for all employees, including the named executive officers, were reduced significantly in 2013. In 2014, the Company recorded pre-tax charges to earnings of $868 million ($536 million after-tax, or $0.59 per share) (2014 Kemper IGCC Charges) due to estimated probable losses relating to the Kemper IGCC. Additionally, Southern Company adjusted its 2014 net income by $17 million after-tax (or $0.02 per share) relating to the reversal of previously recognized revenues recorded in 2014 and 2013 and the recognition of carrying costs associated with the 2015 Mississippi Supreme Court decision that reversed the Mississippi Public Service Commission’s March 2013 rate order associated with the Kemper IGCC (together with the 2014 Kemper IGCC Charges, 2014 Kemper IGCC Charges and Adjustments). The Compensation Committee reviewed the impact of the 2014 Kemper IGCC Charges and Adjustments on goal achievement and payout levels for all Southern Company system employees, including the named executive officers. The Compensation Committee determined that, given the action taken last year and the high levels of achievement of other performance goals in 2014, it was not appropriate to reduce payouts earned in 2014 under the broad-based program applicable to all participating employees. Therefore, the Compensation Committee made an adjustment to exclude the impact of the 2014 Kemper IGCC Charges and Adjustments ($0.61 per share) from earnings as it relates to the EPS goal payout for most Southern Company system employees.

As described in greater detail below in Calculating Payouts, Ms. Greene and Messrs. Fanning and Beattie are paid based on the equity-weighted average of the business unit net income results, which includes the net income goal achievement for Mississippi Power. Due to the 2014 Kemper IGCC Charges and Adjustments described above, Mississippi Power recorded a net loss of $328.7 million, resulting in below-threshold performance

and would have resulted in no payout associated with the Mississippi Power portion of the net income goal for thousands of employees across the Southern Company system, including Ms. Greene and Messrs. Fanning and Beattie, as well as no payout at all for the business unit financial goal for all Mississippi Power employees. With the adjustment made by the Compensation Committee, Mississippi Power’s net income for purposes of calculating goal achievement was $224 million. The adjusted net income resulted in a higher payout for the net income goal for all Mississippi Power employees as well as a higher payout associated with the overall equity-weighted average net income results for several thousand other employees across the Southern Company system whose payouts are determined by the equity-weighted average of the business unit net income results, including Ms. Greene and Messrs. Fanning and Beattie.

As described above, the adjustment to earnings as it relates to the EPS goal payout applied to employees across the entire Southern Company system, and the adjustment to Mississippi Power’s net income goal achievement affected thousands of employees across the Southern Company system, including certain named executive officers. However, because the strategic goals related to the Kemper IGCC were not fully executed in 2014, the Compensation Committee determined that the final payout for certain executive officers most accountable for high-level strategic decisions concerning the Kemper IGCC, including some of the named executive officers, should be reduced from the amount they would have otherwise received. The Compensation Committee reduced payouts for Ms. Greene (25%) and Messrs. Fanning (30%), Beattie (10%), and Bowers (10%). See Calculating Payouts in this CD&A for a full description of how payouts were calculated for all of the named executive officers.

Under the terms of the program, no payout can be made if events occur that impact the Company’s financial ability to fund the Common Stock dividend. The 2014 Kemper IGCC Charges and Adjustments described above did not have that effect.

Goal Details and 2014 Performance Results

The range of EPS and net income goals for 2014 is shown below. Overall corporate performance is determined by the equity-weighted average of the business unit net income goal payouts.

The ranges of performance levels established for the primary operational goals are detailed below, along with actual corporate results for 2014 performance.

The Compensation Committee approves specific objective performance schedules to calculate performance between the threshold, target, and maximum levels for each of the operational goals. If goal achievement is below threshold, there is no payout associated with the applicable goal.

Actual 2014 operational goal achievement is shown in the following tables.

Corporate (Ms. Greene and Messrs. Fanning and Beattie)

Alabama Power (Mr. McCrary)