Southwest Airlines Announces Board Changes and Cooperative Agreement

Southwest Airlines Co, ticker symbol LUV on the New York Stock Exchange, has revealed significant adjustments to its Board of Directors as part of a recently unveiled Cooperation Agreement with Elliott Investment Management L.P. The agreement, formally executed on October 23, 2024, involves the appointment of new independent directors and the launch of strategic governance modifications.

The Cooperation Agreement, which has been officially disclosed in an 8-K filing with the Securities and Exchange Commission, details the arrival of David Cush, Sarah Feinberg, Dave Grissen, Gregg Saretsky, and Patricia Watson as independent directors to Southwest Airlines’ Board. Pierre Breber, former CFO of Chevron, has also been appointed as a member of the Board. These appointments will come into effect on November 1, 2024.

Simultaneously, Executive Chairman Gary C. Kelly has announced his retirement from the Board and his role as Executive Chairman, with an effective date of November 1, 2024. Alongside Kelly, six other existing Directors, including David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau, have submitted their resignations, also effective on November 1, 2024. None of these departures stem from disagreements with the Company on operational matters.

Furthermore, the newly constituted Board will appoint a new independent Chairman, and the Board’s current size will decrease to 13 members following Southwest’s 2025 Annual Shareholder Meeting. The refreshed Finance Committee, overseen by Gregg Saretsky, with David Cush and three additional Directors, will assist in monitoring the Company’s operational and strategic plans.

In a joint statement, Southwest Airlines and Elliott have emphasized their commitment to collaboration and shared value creation. The Cooperation Agreement, along with an Information Sharing Agreement, establishes a framework for mutual cooperation encompassing standstill obligations, voting commitments, confidentiality, and non-disparagement provisions.

The revamping of the Board composition and the partnership with Elliott aim to enhance governance practices, drive operational excellence, and evaluate strategies for generating long-term shareholder value. The strategic changes align with Southwest Airlines’ mission to maintain a competitive edge in the aviation industry while fostering a sustainable business model.

The Company’s press release, including comprehensive details about the governance modifications and cooperative agreements with Elliott, has been made publicly available and is accessible for further consultation. Southwest Airlines continues its dedicated pursuit of operational efficiency, financial performance, and sustainable growth under its revamped Board structure.

The Company remains committed to its values, legacy, and strategic goals, with a focus on community engagement, environmental sustainability, and customer-centric service, while aiming for net zero carbon emissions by 2050.

Please note that forward-looking statements made in the press release are subject to various risks and uncertainties, outlined in detail in the Company’s public filings with the SEC.

For more information about Southwest Airlines Co., including their commitment to community engagement and environmental sustainability, visit Southwest.com.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Southwest Airlines’s 8K filing here.

About Southwest Airlines

Southwest Airlines Co operates as a passenger airline company that provides scheduled air transportation services in the United States and near-international markets. As of December 31, 2023, the company operated a total fleet of 817 Boeing 737 aircraft; and served 121 destinations in 42 states, the District of Columbia, and the Commonwealth of Puerto Rico, as well as ten near-international countries, including Mexico, Jamaica, the Bahamas, Aruba, the Dominican Republic, Costa Rica, Belize, Cuba, the Cayman Islands, and Turks and Caicos.