Item 5.02.     Departure of Directors or Certain Officers; Election of Directors;
               Appointment of Certain Officers; Compensatory Arrangements of
               Certain Officers.


Upon recommendation of the Compensation and Management Succession Committee of
the Board of Directors of The Southern Company (the "Company"), the Board of
Directors of the Company approved The Southern Company 2021 Equity and Incentive
Compensation Plan (the "Plan"), subject to stockholder approval. The Plan was
approved by the Company's stockholders at the Annual Meeting of Stockholders
held on May 26, 2021.
The Plan provides for awards of cash, stock options (including incentive stock
options), stock appreciation rights, restricted stock, restricted stock units,
performance shares, performance units, cash-based awards and certain other
awards based on or related to shares of the Company's common stock. The Plan
will replace the Southern Company Omnibus Incentive Compensation Plan that was
approved by the stockholders at the Annual Meeting of Stockholders held on May
25, 2011 (the "2011 Plan").
The Board of Directors may terminate or amend the Plan at any time; provided,
however, that amendment of the Plan will be subject to stockholder approval in
certain circumstances as required under the Plan. No grants will be made under
the Plan on or after May 26, 2031.
A total of 31,528,294 shares of common stock is available for grants under the
Plan, representing 4,028,294 shares transferred from the 2011 Plan, plus
27,500,000 new shares. The number of shares available for grant is subject to
adjustment under certain circumstances described in the Plan
This description of the Plan is a summary only and is qualified by reference to
the Plan, which is filed as Exhibit 10.1 hereto. A more complete description of
the terms of the Plan can be found in "Item 3 - Approve the 2021 Equity and
Incentive Compensation Plan (2021 Omnibus Plan)" on pages 94 to 102 of the
Company's definitive proxy statement filed with the Securities and Exchange
Commission on April 12, 2021, which description is incorporated by reference
herein.

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Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 26, 2021. Stockholders voted as follows on the matters presented for a vote: 1. The nominees for election to the Board of Directors were elected based on the


     following votes:



   Nominees        Votes For       Votes Against      Abstentions    Broker Non-Votes

Janaki Akella   678,441,475        5,385,569         2,313,450        195,665,380
Juanita Powell
Baranco         660,257,335       23,718,469         2,164,690        195,665,380
Henry A. Clark
III             661,832,944       22,093,050         2,214,500        195,665,380
Anthony F.
Earley, Jr.     678,006,046        5,886,484         2,247,964        195,665,380
Thomas A.
Fanning         624,474,980       56,126,764         5,538,750        195,665,380
David J. Grain  678,070,606        5,815,742         2,254,146        195,665,380
Colette D.
Honorable       669,663,655       14,370,873         2,105,966        195,665,380
Donald M.
James           663,309,784       20,571,786         2,258,924        195,665,380

John D. Johns 676,431,518 7,510,726 2,198,250 195,665,380 Dale E. Klein 666,672,989 17,276,395 2,191,110 195,665,380 Ernest J. Moniz

           652,441,257       29,594,748         4,104,489        195,665,380
William G.
Smith, Jr.      649,741,712       34,212,456         2,186,326        195,665,380
E. Jenner Wood
III             677,386,060        6,552,017         2,202,417        195,665,380

2. The proposal to approve, on an advisory basis, the Company's named executive

officers' compensation was approved based upon the following votes:





                                                                    Broker
    Votes For          Votes Against         Abstentions           Non-Votes
 648,563,546          32,055,527            5,521,421           195,665,380



3.   The proposal to approve The Southern Company 2021 Equity and Incentive
     Compensation Plan was approved based upon the following votes:



                                                                    Broker
    Votes For          Votes Against         Abstentions           Non-Votes
 654,825,017          25,755,744            5,559,733           195,665,380



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4.   The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's
     independent registered public accounting firm for 2021 was approved based upon
     the following votes:



                                                                Broker
    Votes For          Votes Against        Abstentions        Non-Votes
 871,666,470          7,819,809            2,319,595              N/A




5.   The proposal to approve an amendment to the Company's Restated Certificate of
     Incorporation to reduce the supermajority vote requirement to a majority vote,
     which pursuant to the Company's Restated Certificate of Incorporation requires
     the affirmative vote of two-thirds of the issued and outstanding shares, was not
     approved based upon the following votes:



                                                                    Broker
    Votes For          Votes Against         Abstentions           Non-Votes
 670,269,931          11,575,229            4,295,334           195,665,380

Item 9.01. Financial Statement and Exhibits

(d) Exhibits.



10.1            The Southern Company 2021 Equity and Incentive Compensation Plan, effective
              May 26, 2021.

104           Cover Page Interactive Data File - The cover page iXBRL tags are embedded within
              the inline XBRL document.





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