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~~August 229, 2022

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 58.0701. Other ~~Submission of Matters to a Vote of Security Holders~~Events.

On August 9, 2022, Alabama Power Company (the “Company”) ~~held~~entered into Underwriting Agreements covering the issue and sale of $550,000,000 aggregate principal amount of its ~~Annual~~Series ~~Meeting~~2022B 3.75% Senior Notes due September 1, 2027 (the “Series 2022B Senior Notes”) and $450,000,000 aggregate principal amount of ~~Shareholders~~its onSeries ~~April~~2022C 223.94% Senior Notes due September 1, ~~2022~~2032 (the “Series 2022C Senior Notes”). ~~Shareholders~~Both ~~voted~~the Series 2022B Senior Notes and the Series 2022C Senior Notes were registered under the Securities Act of 1933, as ~~follows~~amended, onpursuant to the ~~matters~~shelf ~~presented~~registration ~~for~~statement a(Registration ~~vote:~~No. 333-236595) of the Company.

1Item ~~The~~9.01. Financial ~~nominees~~Statements ~~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:~~Exhibits.

Nominees	Votes For	Votes Against	Abstentions	Broker Non-Votes
(d) Exhibits.
Angus R. Cooper, III	30,986,715	43,538	40,361	0
1.3(a)	Underwriting Agreement, relating to the Series 2022B Senior Notes, dated August 9, 2022, among the Company and Barclays Capital Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named in Schedule I to the Underwriting Agreement.
Mark A. Crosswhite	30,977,448	52,829	40,337	0
1.3(b)	Underwriting Agreement, relating to the Series 2022C Senior Notes, dated August 9, 2022, among the Company and Barclays Capital Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named in Schedule I to the Underwriting Agreement.
O. B. Grayson Hall, Jr.	30,985,793	44,028	40,793	0
4.6(a)	Sixty-Fourth Supplemental Indenture to Senior Note Indenture dated as of August 12, 2022 providing for the issuance of the Series 2022B Senior Notes.
Anthony A. Joseph	30,886,420	142,149	42,044	0
4.6(b)	Sixty-Fifth Supplemental Indenture to Senior Note Indenture dated as of August 12, 2022 providing for the issuance of the Series 2022C Senior Notes.
Catherine J. Randall	30,977,299	53,223	40,092	0
4.9(a)	Form of the Series 2022B Senior Note (included in Exhibit 4.6(a) above).
Kevin B. Savoy	31,013,696	16,456	40,462	0
4.9(b)	Form of the Series 2022C Senior Note (included in Exhibit 4.6(b) above).
R. Mitchell Shackleford, III	31,012,554	17,144	40,916	0
5.1(a)	Opinion of Balch & Bingham LLP relating to the Series 2022B Senior Notes.
Charisse D. Stokes	31,013,250	17,179	40,185	0
5.1(b)	Opinion of Balch & Bingham LLP relating to the Series 2022C Senior Notes.
Selwyn M. Vickers	31,011,691	17,130	41,793	0
Phillip M. Webb	31,013,567	16,665	40,382	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:



8.1(a)			Tax Opinion of Balch & Bingham LLP relating to the Series 2022B Senior Notes.

8.1(b)			Tax Opinion of Balch & Bingham LLP relating to the Series 2022C Senior Notes.

23.1			Consent of Balch & Bingham LLP (included in Exhibit 5.1(a) above).

23.2			Consent of Balch & Bingham LLP (included in Exhibit 5.1(b) above).

23.3			Consent of Balch & Bingham LLP (included in Exhibit 8.1(a) above).

23.4			Consent of Balch & Bingham LLP (included in Exhibit 8.1(b) above).

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

Votes For						Votes Against						Abstentions						BrokerNon-Votes
30,537,500						0						0						0

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, 2022

ALABAMA POWER COMPANY

Date: August 12, 2022

ALABAMA POWER COMPANY

By:

/s/~~Melissa~~Christopher KR. ~~Caen~~Blake

Melissa K. CaenAssistant Secretary

Christopher R. BlakeAssistant Treasurer

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