FLORIDA- Elliott Investment Management requests a Special Meeting of Shareholders for Southwest Airlines (WN) on December 10, 2024.
Elliott, managing funds with an 11% economic interest in Southwest, will file a preliminary proxy statement with the SEC.
Elliott Calls Emergency Meeting for Southwest
John Pike and Bobby Xu of Elliott state the firm’s exhaustive attempts to persuade Southwest to implement governance changes have failed. They propose electing an independent, qualified slate of director nominees to hold executive leadership accountable and improve company results.
Elliott cites an urgent need for improved oversight at Southwest. The firm acknowledges Southwest’s recent strategic and corporate governance initiatives but expresses skepticism based on past unfulfilled promises. Elliott emphasizes the need for an experienced Board to oversee changes and ensure successful execution.
The investment firm urges all Southwest shareholders to confirm their ability to vote on all shares, particularly those engaged in share lending.
Elliott calls on Southwest to confirm the December 10, 2024 meeting date and announce a reasonable record date without defensive maneuvers.
Elliott asserts that electing their proposed slate of directors is crucial for Southwest to realize its full potential for customers, employees, and shareholders. The firm positions this move as essential for improving Southwest’s performance and governance.
Eight New Directors
Elliott Investment Management L.P. proposes eight new director candidates for Southwest Airlines’ 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 simultaneously proposes removing eight current Southwest directors: Douglas Brooks, Eduardo Conrado, William Cunningham, Thomas Gilligan, David Hess, Gary Kelly, Elaine Mendoza, and Jill Soltau.
The investment firm holds a combined economic exposure of approximately 11% in Southwest Airlines. This includes 61,116,500 shares of Common Stock beneficially owned by Elliott Associates and Elliott International, managed by Elliott Investment Management.
Additionally, Elliott holds derivative agreements for 4,808,000 shares.
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