Elliott calls for Special Meeting of Shareholders to bring change at Southwest

Elliott Investment Management, which manages funds that together have an investment representing an approximately 11% economic interest in Southwest Airlines, announced it has delivered a request to call a Special Meeting of Shareholders for December 10, 2024 and will be filing an accompanying preliminary proxy statement with the U.S. SEC. Elliott released the following statement on behalf of Partner John Pike and Portfolio Manager Bobby Xu: “Today, after exhaustive attempts to persuade Southwest to implement the necessary governance changes, we are formally calling a Special Meeting to give shareholders the opportunity to elect a completely independent, best-in-class slate of director nominees. Absent a thorough reconstitution of its Board, the story of Southwest will remain one of empty promises and unfulfilled potential. The nominees we have put forward today are uniquely qualified to hold the Company’s executive leadership accountable and ensure that the Company delivers improved results. We are taking this step today because the need for improved oversight at Southwest has never been more urgent. Following Elliott’s public push for changes, Southwest has responded with a series of long-overdue strategic and corporate-governance initiatives, promising that better performance will follow. However, Southwest’s shareholders have heard these sorts of promises before, and what they need today, at the outset of this attempted turnaround, is an experienced, highly qualified Board to oversee the changes and ensure successful execution. Southwest’s shareholders cannot afford to see – yet again – today’s new initiatives turn into tomorrow’s broken promises. We strongly urge all Southwest shareholders – particularly those who engage in share lending or authorize their brokers to engage in share lending – to work with their banks and brokers as soon as possible to confirm that they will be able to vote all their Southwest shares. We also call on Southwest to confirm the date of the Meeting for December 10, 2024, and to publicly announce a reasonable corresponding record date promptly, without any gamesmanship or defensive maneuvers. It is time for shareholders’ voices to be heard, so that Southwest can finally deliver on its full potential for customers, employees and shareholders alike. Electing a world-class slate of exceptional director candidates is the essential first step to making this happen.” Elliott has submitted a proposal to elect the following eight director candidates to Southwest’s Board: Michael Cawley, the former deputy CEO, COO and CFO of Ryanair; David Cush, the former CEO of Virgin America; Sarah Feinberg, a former senior official at the Department of Transportation and former head of the Federal Railroad Administration; Hon. Josh Gotbaum, a longtime advisor to companies and labor groups and the former chapter 11 trustee of Hawaiian Airlines; Dave Grissen, the former Group President of Marriott International; Robert Milton, the former CEO of Air Canada and ACE Aviation Holdings and the former Chairman of United Airlines; Gregg Saretsky, the former CEO of WestJet; Patty Watson, the current EVP and Chief Information & Technology Officer at NCR Atleos and a longtime technology executive. Elliott has also submitted a proposal for the removal of eight current Southwest directors: Douglas Brooks, Eduardo Conrado, William Cunningham, Thomas Gilligan, David Hess, Gary Kelly, Elaine Mendoza and Jill Soltau.