Elliott Statement on Southwest Airlines' Board Resignations

Rhea-AI Summary

Elliott Investment Management L.P. has released a statement regarding Southwest Airlines Co. (NYSE: LUV) following the resignation of seven directors. This unprecedented move comes after shareholder feedback, with Elliott expressing satisfaction that the board is recognizing the need for change. The investment firm, which holds a combined economic exposure of approximately 11.0% in Southwest Airlines, hopes to engage with remaining directors to align on further necessary changes.

Elliott emphasizes the urgent need for thoughtful, deliberate change at Southwest and believes their proposed nominees are qualified to stabilize the board and set a new direction for the airline. The firm intends to file a proxy statement with the SEC to solicit proxies for electing their slate of director candidates and other proposals at the next shareholder meeting.

Positive

• Elliott Investment Management's significant 11.0% stake in Southwest Airlines
• Resignation of seven directors indicates potential for major corporate changes
• Elliott's proposed nominees could bring fresh perspectives to the board

Negative

• Unprecedented board resignations may indicate internal turmoil at Southwest Airlines
• Potential for proxy contest could lead to uncertainty and instability
• Urgent need for change suggests current operational or strategic issues at the airline

WEST PALM BEACH, Fla., Sept. 10, 2024 /PRNewswire/ -- Elliott Investment Management L.P. ("Elliott"), today released the following statement on behalf of Partner John Pike and Portfolio Manager Bobby Xu regarding Southwest Airlines Co. (NYSE: LUV) ("Southwest") and the actions announced today – including the resignation of seven directors:

We learned yesterday, which was made public today, that nearly half of Southwest's Board of Directors had decided to resign based on shareholder feedback. In our experience, this is unprecedented.

We are pleased that the Board is beginning to recognize the degree of change that will be required at Southwest, and we hope to engage with the remaining directors to align on the further necessary changes.

The need for thoughtful, deliberate change at Southwest remains urgent, and we believe the highly qualified nominees we have put forward are the right people to steady the Board and chart a new course for the airline.

For more information about Elliott's investment in Southwest, please visit StrongerSouthwest.com. 

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Elliott Investment Management L.P., together with the other participants named herein (collectively, "Elliott"), intend to file a proxy statement and accompanying proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit proxies with respect to the election of Elliott's slate of highly qualified director candidates and other proposals that may come before the next shareholder meeting of Southwest Airlines Co., a Texas corporation (the "Company"), whether an annual or special meeting of shareholders.

THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the solicitation are anticipated to be Elliott Investment Management L.P. ("EIM"), Elliott Associates, L.P. ("Elliott Associates"), Elliott International, L.P. ("Elliott International"), The Liverpool Limited Partnership ("Liverpool"), Elliott Investment Management GP LLC ("EIM GP"), Paul E. Singer ("Singer"), Michael Cawley, David Cush, Sarah Feinberg, Joshua Gotbaum, David Grissen, Nancy Killefer, Robert Milton, Gregg Saretsky, Easwaran Sundaram and Patricia Watson.

As of the date hereof, Elliott has combined economic exposure in the Company of approximately 11.0% of the shares of its Common Stock, $1.00 par value per share (the "Common Stock"), outstanding. As of the date hereof, EIM, the investment manager of Elliott Associates and Elliott International (together, the "Elliott Funds") with respect to the shares of Common Stock held by the Elliott Funds and/or their respective subsidiaries, beneficially owns 61,116,500 shares of Common Stock. Additionally, as of the date hereof, the Elliott Funds are party to notional principal amount derivative agreements in the form of cash settled swaps with respect to an aggregate of 4,808,000 shares of Common Stock (the "Derivative Agreements"). Elliott Associates, Elliott International and Liverpool are the direct holders of the shares of Common Stock beneficially owned by EIM, and are party to the Derivative Agreements. Liverpool is a wholly-owned subsidiary of Elliott Associates. EIM GP is the sole general partner of EIM. Singer is the sole managing member of EIM GP. As of the date hereof, Mr. Cawley holds 19,765 shares of Common Stock, Mr. Cush holds 10,000 shares of Common Stock, Ms. Feinberg beneficially owns 3,068 shares of Common Stock, including 2,800 shares of Common Stock held directly and 268 shares of Common Stock held by her domestic partner, Mr. Gotbaum holds 19,162 shares of Common Stock, Mr. Milton holds 1,953 shares of Common Stock, Mr. Saretsky holds 4,000 shares of Common Stock, Mr. Sundaram holds 2,073 shares of Common Stock, and Ms. Watson beneficially owns 5,243 shares of Common Stock, including 3,964 shares of Common Stock held directly and 1,279 shares of Common Stock held by her spouse.

About Elliott

Elliott Investment Management L.P. (together with its affiliates, "Elliott") manages approximately $69.7 billion of assets as of June 30, 2024. Founded in 1977, it is one of the oldest funds under continuous management. The Elliott funds' investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. 

Media Contact:
Casey Friedman
Elliott Investment Management L.P.
(212) 478-1780               
cFriedman@elliottmgmt.com 

 

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SOURCE Elliott Investment Management L.P.

FAQ

How many Southwest Airlines (LUV) directors resigned according to Elliott's statement?

According to Elliott's statement, seven directors of Southwest Airlines (LUV) resigned, which represents nearly half of the company's Board of Directors.

What is Elliott Investment Management's stake in Southwest Airlines (LUV)?

Elliott Investment Management has a combined economic exposure of approximately 11.0% in Southwest Airlines (LUV).

What action is Elliott Investment Management planning to take regarding Southwest Airlines (LUV)?

Elliott Investment Management intends to file a proxy statement with the SEC to solicit proxies for electing their slate of director candidates and other proposals at the next Southwest Airlines (LUV) shareholder meeting.

Why does Elliott Investment Management believe change is necessary at Southwest Airlines (LUV)?

Elliott Investment Management states that the need for thoughtful, deliberate change at Southwest Airlines (LUV) remains urgent, suggesting there are significant operational or strategic issues that need to be addressed.