UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Under § 240.14a-12 |
SOUTHWEST AIRLINES CO.
|
(Name of Registrant as Specified In Its Charter)
|
|
ELLIOTT INVESTMENT MANAGEMENT L.P.
ELLIOTT ASSOCIATES, L.P.
ELLIOTT INTERNATIONAL, L.P.
THE LIVERPOOL LIMITED PARTNERSHIP
ELLIOTT INVESTMENT MANAGEMENT GP LLC
PAUL E. SINGER
MICHAEL CAWLEY
DAVID CUSH
SARAH FEINBERG
JOSHUA GOTBAUM
DAVID GRISSEN
NANCY KILLEFER
ROBERT MILTON
GREGG SARETSKY
EASWARAN SUNDARAM
PATRICIA WATSON
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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 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.
Item 1: On September 26,
2024, Elliott issued the following press release:
Elliott Statement on Southwest Airlines’ Investor
Day
WEST PALM BEACH, FLA. (September 26, 2024)
– 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) (the “Company” or “Southwest”):
Today’s Investor Day will have a familiar
ring for many shareholders: Another promise of a better tomorrow from the same people who have created the problems we face today. Without
credible leadership that can execute, this plan – filled with long-dated promises of better performance – risks becoming the
latest in Southwest’s long series of failed improvement initiatives.
In 2021 and 2022, Southwest made similar promises
of billions of dollars in profitability enhancements. Instead, we’ve seen billions of dollars of profitability deterioration
under the leadership of CEO Bob Jordan.
The Board continues to evade the most critical
question facing Southwest: Why is Mr. Jordan – who has delivered years of unacceptable financial results and, until very recently,
was dismissive of the actions announced today – the right leader to execute on these “transformative” changes?
The answer is clear: He is not. We came away
from extensive engagement with Southwest’s leadership – including in-person meetings and more than a dozen phone calls –
even more convinced that current leadership is incapable of delivering on Southwest’s potential. Today’s announcement
that adding assigned seating and premium products will take multiple years to implement – when peers have implemented similar changes
in much shorter time frames – is further evidence that Mr. Jordan lacks the vision and capability to execute on these initiatives.
This is yet another long-dated promise through which Mr. Jordan is playing for time, not success, but he is playing with shareholders’
money.
We remain determined to call a special meeting
at which shareholders’ voices can be heard. We encourage our fellow shareholders to call back their shares and prepare to elect
an independent best-in-class Board of Directors capable of securing a stronger Southwest for its customers, employees and shareholders.
To learn more 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
Item 2: Also on September
26, 2024, Elliott posted updated materials to www.strongersouthwest.com, copies of which are
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 3: Also on September
26, 2024, Elliott updated www.strongersouthwest.com to contain the following updated disclosure
legend in the footer of each page:
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 September 26, 2024, 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 September 26, 2024, 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 September 26, 2024, 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 September 26, 2024, 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.
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