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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 
Date of Report (Date of earliest event reported)
April 24, 2020
 

 
Commission
File Number
 
Registrant,
State of Incorporation,
Address and Telephone Number
 
I.R.S. Employer
Identification No.
 
 
1-3164
 
Alabama Power Company
 
63-0004250
 
(An Alabama Corporation)
600 North 18th Street
Birmingham, Alabama 35203
(205) 257-1000

The name and address of the registrant have not changed since the last report.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Alabama Power Company
5.00% Series Class A Preferred Stock
ALP PR Q
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 5.07.
Submission of Matters to a Vote of Security Holders.
Alabama Power Company (the “Company”) held its Annual Meeting of Shareholders on April 24, 2020. Shareholders voted as follows on the matters presented for a vote:
1.
The nominees for election to the Board of Directors were elected by the holders of the Company’s common stock, preferred stock and Class A Preferred Stock based on the following votes:

Nominees
Votes For
Votes Against
Abstentions
Broker Non-Votes
 
 
 
 
 
Angus R. Cooper, III
30,966,228
15,898
35,015
0
Mark A. Crosswhite
30,948,861
32,973
35,307
0
O. B. Grayson Hall, Jr.
30,965,674
16,200
35,267
0
Anthony A. Joseph
30,928,928
52,919
35,294
0
James K. Lowder
30,963,906
17,991
35,244
0
Robert D. Powers
30,965,910
15,989
35,242
0
Catherine J. Randall
30,951,424
30,805
34,912
0
R. Mitchell Shackleford, III
30,965,697
16,173
35,271
0
Phillip M. Webb
30,965,983
15,802
35,356
0

2.
The proposal to approve, on an advisory basis, the Company’s named executive officers’ compensation was approved by the Company’s common shareholder based upon the following votes:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
30,537,500
 
0
 
0
 
0

3.
The common shareholder voted, on an advisory basis, to conduct future advisory votes to approve the compensation of the Company’s named executive officers as follows:

Every Year
 
Every Two
Years
 
Every Three Years
 
Abstentions
 
Broker
Non-Votes
30,537,500
 
0
 
0
 
0
 
0
The Board of Directors of the Company recommended that shareholders vote to conduct future advisory votes to approve the compensation of the Company’s named executive officers on an annual basis. In light of this recommendation and the shareholder vote, the Board of Directors, on April 24, 2020, determined that the Company will conduct future advisory votes to approve the compensation of the Company’s named executive officers annually.



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  April 27, 2020
 
ALABAMA POWER COMPANY
 
 
 
 
 
 
 
 
By:
/s/Melissa K. Caen
 
 
 
 
Melissa K. Caen
Assistant Secretary