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# Southern Tightens Rules For Shareholders Who Want To Call Meetings Or Nominate Directors
- URL: https://www.bullished.co/southern-tightens-rules-for-shareholders-who-want-to-call-meetings-or-nominate-directors-8e94206d/
- Published: 2026-10-22T20:22:21.000Z
- Updated: 2026-10-22T20:22:21.000Z
- Description: The utility holding company's board changed its by-laws Tuesday, adding a one-year holding rule and a Delaware court clause.
- Author: Matteo Parrino
- Tags: SEC Filings, SO, Industry: Utilities

Southern's board [amended and restated the company's by-laws](https://www.sec.gov/Archives/edgar/data/0000092122/000009212226000065/so-20261020.htm?ref=bullished.co) on Tuesday, adding ownership and timing conditions for shareholders who want to call a special meeting or put forward director nominees, according to an 8-K filed Thursday. The changes took effect immediately.

## A one-year holding rule for special meetings

A shareholder asking for a special meeting must now own the required percentage of Southern stock on a net long basis, meaning counting only shares not offset by short positions, and must have held it for at least one year before delivering the request. The [by-laws](https://www.sec.gov/Archives/edgar/data/0000092122/000009212226000065/ex3-1soamendedandrestatedb.htm?ref=bullished.co) set that threshold at 10% of the stock outstanding and entitled to vote.

A request is also invalid if the company receives it from 90 calendar days before to 90 calendar days after the anniversary of the prior year's annual meeting. The old blackout began 90 days before that anniversary and ran through the date of the next annual meeting.

## New disclosure demands for nominators

Anyone nominating a director must now say whether they will comply with the SEC's universal proxy rules, which govern ballots listing both sides' nominees. A nomination is disregarded if they do not comply. Nominators and proposers must also disclose any plans for Southern securities and any agreements tied to the nomination or proposal, of the kind a Schedule 13D ownership filing would require.

Annual-meeting nominations and proposals must arrive not less than 90 days nor more than 120 days before the anniversary of the previous year's meeting. The white proxy card is reserved solely for the board.

The board, or the presiding officer at the meeting, decides whether a nomination or proposal followed the rules. Separately, the by-laws name Delaware's Court of Chancery as the exclusive forum for certain internal corporate disputes, and federal district courts for Securities Act claims, unless Southern agrees to another venue.

## The 2027 window

Southern, which owns the Alabama Power, Georgia Power and Mississippi Power electric utilities along with Southern Power and Southern Company Gas, held its 2026 annual meeting on May 13, 2026\. As a result of the new by-laws, the company said, notices of nominations or other business for the 2027 meeting (other than proposals for the company's own proxy materials under SEC Rule 14a-8) must arrive no earlier than January 13, 2027 and no later than February 12, 2027.

The nomination and proposal window for Southern's 2027 annual meeting opens January 13, 2027 and closes February 12, 2027.

### Sources

- [8-K Filing — SOUTHERN CO (SO)](https://www.sec.gov/Archives/edgar/data/0000092122/000009212226000065/so-20261020.htm?ref=bullished.co) — SEC EDGAR
- [Exhibit ex3-1soamendedandrestatedb.htm — SOUTHERN CO 8-K exhibit](https://www.sec.gov/Archives/edgar/data/0000092122/000009212226000065/ex3-1soamendedandrestatedb.htm?ref=bullished.co) — SEC EDGAR