Proxy Blog

The Southern Company

April 30, 2020

The annual proxy for this gas and electric utility had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Shareholder proposals on independent chairman and lobbying 

Magni voted as follows: 

  1. For and against the proforma proposals.
    For directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation.
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against “say-on-pay” – The proxy does not show a benchmarking of the company against the peer group. 
  2. For and against shareholder proposals.
    -For independent chairman – Magni wrote a position paper regarding shareholder proposals for independent chairman.
    Against lobbying – The company already provides good disclosures of these activities. In addition, the proposals seek to limit participation in industry trade groups. Such groups are helpful to the company.