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
ROBERT MILTON
GREGG SARETSKY
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 |
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED OCTOBER 15, 2024
ELLIOTT INVESTMENT MANAGEMENT
L.P.
_____________, 2024
Dear Fellow Southwest Shareholder:
Elliott Investment Management
L.P., together with its affiliates (collectively, “Elliott” or “we”), holds an 11% economic interest in Southwest
Airlines Co., a Texas corporation (“Southwest” or the “Company”), making us one of Southwest’s largest shareholders.
We made this substantial investment because we strongly believe that with the right leadership and proper oversight, Southwest can reclaim
its position as a top-performing airline.
As we discuss in detail in the
attached Proxy Statement, we delivered to the Company a formal request that the Company call a special meeting of the Company’s
shareholders (the “Special Meeting”), and nominated eight highly-qualified independent directors who would bring significant
expertise and deep experience to the Company’s Board of Directors. Once elected, these individuals would collaborate with their
fellow Southwest directors to form a world-class, independent Board with the right skills will be able to hold management accountable
and ensure that the Company successfully executes on the necessary operational and strategic changes. We are pursuing action at the Special
Meeting because shareholders need a best-in-class Board in place – NOW – during this critical juncture for the future of Southwest.
We requested that the Company
hold the Special Meeting on December 10, 2024, and that the Company set a record date for the Special Meeting that is not fewer than 10
days, and not greater than 20 days, after we delivered the request for the Special Meeting. The Company has announced that the Special
Meeting is scheduled to be held on _____________, 2024, and set the close of business on _____________, 2024 as the record date for determining
the shareholders entitled to vote at the Special Meeting.
We urge you to carefully consider
the information contained in the attached Proxy Statement and then support our efforts and vote by following the instructions on the enclosed
GOLD proxy card. The attached Proxy Statement and the enclosed GOLD proxy card are first being furnished to the shareholders
on or about ___________, 2024.
If you vote using a proxy card
other than the attached GOLD proxy card and wish to change your vote, you have every right to change your vote by voting the attached
GOLD proxy card.
If you have any questions or require
any assistance with your vote, please contact Okapi Partners LLC, which is assisting us, at its address and toll-free numbers listed below.
Thank you for your support,
Elliott Investment Management L.P.
Okapi Partners LLC is assisting Elliott with
its effort to solicit proxies. If you have any questions or require assistance in authorizing a proxy or voting your Southwest shares,
please contact:
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (877) 629-6357
E-mail: info@okapipartners.com
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED OCTOBER 15, 2024
SPECIAL MEETING OF SHAREHOLDERS
OF
SOUTHWEST AIRLINES CO.
PROXY STATEMENT
OF
ELLIOTT INVESTMENT MANAGEMENT L.P. |
PLEASE VOTE THE ENCLOSED
GOLD PROXY CARD TODAY – BY INTERNET, BY PHONE OR BY SIGNING, DATING AND RETURNING THE GOLD PROXY CARD
Elliott Investment Management
L.P., a Delaware limited partnership (“Elliott Management,” and together with the other participants named herein, “Elliott”
or “we”), is furnishing this proxy statement (“Proxy Statement”) and accompanying GOLD proxy card to holders
of common stock, par value $1.00 per share (“Common Stock”), of Southwest Airlines Co., a Texas corporation (“Southwest”
or the “Company”), in connection with the solicitation of proxies in connection with the Company’s special meeting of
shareholders (including any and all adjournments, postponements, continuations or reschedulings thereof, or any other meeting of shareholders
held in lieu thereof, the “Special Meeting”). The Special Meeting is scheduled to be held on _____________, 2024, at _________.
This Proxy Statement is first being furnished to shareholders on or about ____________, 2024.
We are pursuing action
at the Special Meeting because shareholders need a best-in-class Board of Directors (the “Board”) in place – NOW –
during this critical juncture for the future of Southwest. We have nominated eight highly-qualified independent directors who would collaborate
with their fellow Southwest directors to form a world-class, independent Board with the right skills will be able to hold management accountable
and ensure that the Company successfully executes on the necessary operational and strategic changes. We are seeking your support at the
Special Meeting for the following proposals:
| 1. | to repeal each provision of, or amendment to, the Company’s Fourth Amended and Restated Bylaws (the
“Bylaws”) adopted by the Board without the approval of the shareholders of the Company after February 2, 2024 and up to and
including the date of the Special Meeting (the “Bylaw Restoration Proposal”); |
| 2. | to remove the following members of the Board: Douglas H. Brooks, Eduardo F. Conrado, William H. Cunningham,
Thomas W. Gilligan, David P. Hess, Gary C. Kelly, Elaine Mendoza and Jill A. Soltau, as well as any other person or persons elected or
appointed to the Board without shareholder approval after September 26, 2024 and up to and including the date of the Special Meeting (other
than any Nominee (as defined and set forth below)), effective immediately (the “Removal Proposal”); and |
| 3. | to elect the following Nominees to serve as directors of the Company: Michael Cawley, David C. Cush, Sarah
E. Feinberg, Joshua Gotbaum, David J. Grissen, Robert A. Milton, Gregg A. Saretsky and Patricia A. Watson (each individually, a “Nominee”
and collectively, the “Nominees”) (the “Director Election Proposal”). |
We refer to each of the
Bylaw Restoration Proposal, the Removal Proposal, and the Director Election Proposal as a “Proposal”, and collectively as
the “Proposals.”
As of the date hereof,
Elliott Management and the other Participants (as defined below) collectively beneficially own 61,179,691 shares of Common Stock (the
“Elliott Group Shares”). We intend to vote the Elliott Group Shares “FOR” the Bylaw Restoration Proposal,
“FOR” the removal of each of the incumbent directors specified in the Removal Proposal, and “FOR”
the election of each of the Nominees specified in the Director Election Proposal. While we currently intend to vote all of the Elliott
Group Shares in favor of the election of each of the Nominees, we reserve the right to vote some or all of the Elliott Group Shares as
we see fit, in order to achieve a Board composition that we believe is in the best interest of all shareholders. We would only intend
to vote some or all of the Elliott Group Shares in a different manner than what we are otherwise recommending in the event it were to
become apparent to us, based on the projected voting results at such time, that less than all of the Nominees would be elected at the
Special Meeting and that by voting the Elliott Group Shares in a different manner we could help achieve a Board composition that we believe
is in the best interest of all shareholders. Shareholders should understand that all shares of Common Stock represented by the enclosed
GOLD proxy card will be voted at the Special Meeting as marked.
The Company has set the
close of business on _____________, 2024 as the record date for determining the shareholders entitled to vote at the Special Meeting (the
“Record Date”). Each share of Common Stock is entitled to one vote for each of the proposals to be voted on. The principal
executive offices of the Company are located at P.O. Box 36611, Dallas, Texas 75235-1611. According to the Company’s proxy statement,
as of the close of business on the Record Date, there were ____________ shares of Common Stock issued and outstanding.
THIS SOLICITATION IS BEING
MADE BY ELLIOTT AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE
THE SPECIAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH ELLIOTT IS NOT AWARE OF A REASONABLE
TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE SPECIAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD PROXY CARD
WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
ELLIOTT URGES YOU TO VOTE
THE ENCLOSED GOLD PROXY CARD TODAY IN FAVOR OF EACH OF THE PROPOSALS – BY INTERNET, BY PHONE OR BY SIGNING, DATING AND RETURNING
THE GOLD PROXY CARD.
IF YOU HAVE ALREADY SENT
A WHITE PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED
IN THIS PROXY STATEMENT BY VOTING THE ENCLOSED GOLD PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY
BE REVOKED AT ANY TIME PRIOR TO THE SPECIAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE SPECIAL
MEETING OR BY VOTING IN PERSON AT THE SPECIAL MEETING.
Important Notice Regarding the Availability of
Proxy Materials for the Special Meeting:
The proxy materials are available at:
www.StrongerSouthwest.com
IMPORTANT
Your vote is important,
no matter how many or how few shares of Common Stock you own. Elliott urges you to vote “FOR” each of the Proposals by following
the instructions on the enclosed GOLD proxy card.
| · | If your shares of Common Stock are registered in your own name, please vote (i) through the Internet at
any time prior to __________ on __________, 2024 by following the instructions on the enclosed GOLD proxy card; (ii) by telephone
from the United States, by calling __________ at any time prior to __________ on __________, 2024; or (iii) by signing and dating the
enclosed GOLD proxy card and returning it to Elliott, c/o Okapi Partners LLC (“Okapi Partners”), in the enclosed postage-paid
envelope today. |
| · | If your shares of Common Stock are held in a brokerage account or bank, you are considered the beneficial
owner of the shares of Common Stock, and these proxy materials, together with a voting form, are being forwarded to you by your broker
or bank. As a beneficial owner, you must instruct your broker, trustee or other representative how to vote. Your broker cannot vote your
shares of Common Stock on your behalf without your instructions. Depending upon your broker or custodian, you may be able to vote either
by toll-free telephone or by the internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You
may also vote by signing, dating and returning the enclosed voting form. |
Since only your latest
dated proxy card will count, we urge you not to vote any proxy card you receive from the Company. If you vote the WHITE management proxy
card, it will revoke any proxy card you may have previously sent to us, so please make certain that the latest dated proxy card you vote
is the GOLD proxy card.
Okapi Partners is assisting
Elliott with its effort to solicit proxies. If you have any questions or require assistance in authorizing a proxy or voting your shares
of Common Stock, please contact:
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (877) 629-6357
E-mail: info@okapipartners.com
TABLE OF CONTENTS
QUESTIONS AND ANSWERS RELATING TO THIS PROXY SOLICITATION |
5 |
BACKGROUND TO THE SOLICITATION |
10 |
REASONS FOR THE SOLICITATION |
16 |
PROPOSAL NO. 1 – BYLAW RESTORATION PROPOSAL |
23 |
PROPOSAL NO. 2 – REMOVAL PROPOSAL |
24 |
PROPOSAL NO. 3 – DIRECTOR ELECTION PROPOSAL |
25 |
SOLICITATION OF PROXIES |
36 |
ADDITIONAL PARTICIPANT INFORMATION |
36 |
OTHER MATTERS AND CERTAIN ADDITIONAL INFORMATION |
38 |
SHAREHOLDER PROPOSALS |
39 |
INCORPORATION BY REFERENCE |
40 |
QUESTIONS AND ANSWERS
RELATING TO THIS PROXY SOLICITATION
The following are some
of the questions you may have as a shareholder and the answers to those questions. The following is not a substitute for the information
contained in this Proxy Statement and the information contained below is qualified in its entirety by the more detailed descriptions and
explanations contained elsewhere in this Proxy Statement. We urge you to read this Proxy Statement carefully and in its entirety.
Who is Making This Solicitation?
The solicitation is being
made by Elliott Management and the other Participants in this solicitation. Elliott Management is a Delaware limited partnership. The
principal business of Elliott Management is to act as investment manager for Elliott Associates, L.P. (“Elliott Associates”)
and Elliott International, L.P. (“Elliott International”). The Liverpool Limited Partnership (“Liverpool”) is
a wholly-owned subsidiary of Elliott Associates.
Who Requested the Special Meeting?
Elliott
Associates, Elliott International and Liverpool, shareholders of record of the Company that collectively hold more than 10% of the outstanding
shares of Common Stock, together with Elliott Management, requested that the Company call the Special Meeting by delivering a request
letter and associated materials to the Company on October 14, 2024. We requested that the Company hold the Special Meeting on December
10, 2024, and that the Company set a record date for the Special Meeting that is not fewer than 10 days, and not greater than 20 days,
after we delivered the request for the Special Meeting.
What Proposals will be Voted on at the
Special Meeting?
Shareholders will be able
to vote on the three Proposals at the Special Meeting:
| · | The Bylaw Restoration Proposal: To repeal each provision of, or amendment to, the Bylaws
adopted by the Board without the approval of the shareholders of the Company after February 2, 2024 and up to and including the date
of the Special Meeting. |
| · | The Removal Proposal: To remove the following members of the Board: Douglas H. Brooks, Eduardo
F. Conrado, William H. Cunningham, Thomas W. Gilligan, David P. Hess, Gary C. Kelly, Elaine Mendoza and Jill A. Soltau, as well as any
other person or persons elected or appointed to the Board without shareholder approval after September 26, 2024 and up to and including
the date of the Special Meeting (other than any Nominee set forth below), effective immediately. |
| · | The Director Election Proposal: To elect the following Nominees to serve as directors of
the Company: Michael Cawley, David Cush, Sarah Feinberg, Joshua Gotbaum, David Grissen, Robert Milton, Gregg Saretsky and Patricia Watson. |
Who Are Elliott’s Nominees?
At the Special Meeting,
we are seeking to remove eight of the Company’s current directors and replace them with our eight Nominees:
| · | Michael Cawley – Former Deputy CEO, COO and CFO of Ryanair |
| · | David Cush – Former CEO of Virgin America |
| · | Sarah Feinberg – Former Transportation Regulator and Administrator of the Federal Railroad
Administration |
| · | Joshua (Josh) Gotbaum – Seasoned Advisor to Companies and Labor Groups and Former Hawaiian
Airlines Trustee |
| · | David (Dave) Grissen – Former Group President of Marriott International |
| · | Robert Milton – Former CEO of Air Canada and ACE Aviation Holdings and Former Chairman of
United Airlines |
| · | Gregg Saretsky – Former CEO of WestJet |
| · | Patricia (Patty) Watson – Chief Information & Technology Officer at NCR Atleos |
Who is Entitled to Vote at the Special
Meeting and How Many Votes Do You Have?
The Company has set the
close of business on _________, 2024 as the Record Date for determining the shareholders entitled to vote at the Special Meeting. Each
share of Common Stock is entitled to one vote on each of the proposals to be voted on.
Only shareholders of record
on the Record Date will be entitled to notice of and to vote at the Special Meeting. Shareholders who sell their shares of Common Stock
before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares of Common Stock. Shareholders
of record on the Record Date will retain their voting rights in connection with the Special Meeting even if they sell such shares of Common
Stock after the Record Date.
According to the Company’s
proxy statement, as of the close of business on the Record Date, there were ____________ shares of Common Stock issued and outstanding.
According to the Company’s proxy statement, there are no other securities of the Company outstanding and entitled to vote at the
Special Meeting.
How Do Proxies Work?
Elliott is asking you to
appoint _____________, and each of them, as your proxy holders to vote your shares of Common Stock at the Special Meeting. You make this
appointment by voting the enclosed GOLD proxy card or by using one of the voting methods described below. Giving us your proxy
means you authorize the proxy holders to vote your shares at the Special Meeting, according to the directions you provide. You may vote
for the removal of all, some or none of each of the eight incumbent directors specified in the Removal Proposal. You may also vote for
all, some or none of our eight director candidates. Whether or not you are able to attend the Special Meeting, you are urged to vote “FOR”
each of the Proposals by following the instructions on the enclosed GOLD proxy card. All valid proxies received prior to the Special
Meeting will be voted.
If you specify a choice
with respect to any item by marking the appropriate box on the proxy, the shares of Common Stock will be voted in accordance with that
specification and direction. If you return a signed GOLD proxy card and no direction is indicated, then the GOLD proxy card
will be voted “FOR” the Bylaw Restoration Proposal, “FOR” the removal of each of the incumbent directors
specified in the Removal Proposal, and “FOR” the election of each of the Nominees specified in the Director Election
Proposal.
What is the Difference Between Holding
Shares as a Shareholder of Record/Registered Shareholder and as a Beneficial Owner of Shares?
If your shares of Common
Stock are registered directly in your name with the Company’s transfer agent, you are considered a “shareholder of record”
or a “registered shareholder” of those shares. If your shares are held in an account at a bank, brokerage firm or other similar
organization, then you are a beneficial owner of shares held in “street name.” In that case, you will receive the Company’s
proxy materials from the bank, brokerage firm or other similar organization holding your account and, as a beneficial owner, you have
the right to direct your bank, brokerage firm or similar organization as to how to vote the shares held in your account.
How Do You Attend the Special Meeting?
The Special Meeting is
scheduled to be held on _____________, 2024, at _________. Please see the Company’s proxy statement for instructions on how to attend
the Special Meeting.
What Is the Quorum Requirement for the
Special Meeting?
A quorum is the minimum
number of shares of Common Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business
at the meeting. A majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting, present at the meeting or
represented by proxy, will constitute a quorum at the Special Meeting. Shares that abstain from voting or withhold authority on any Proposal
or that are represented by broker non-votes (as discussed below), will be treated as shares of Common Stock that are present and entitled
to vote at the Special Meeting for purposes of determining whether a quorum is present.
What is the Effect of an “ABSTAIN”
Vote?
Abstentions are considered
to be present and entitled to vote with respect to each relevant proposal but are not considered “votes cast” on the Proposals.
Votes from shareholders to “ABSTAIN” with respect to the Bylaw Restoration Proposal and the Removal Proposal will have the
same effect as a vote “AGAINST” that Proposal. Votes from shareholder to “ABSTAIN” with respect to the Director
Election Proposal will have no effect on the outcome of the outcome of that Proposal.
What is a Broker Non-Vote?
A “broker non-vote”
occurs when a broker submits a proxy for the meeting with respect to a discretionary matter but does not vote on non-discretionary matters
because the beneficial owner did not provide voting instructions on those matters. None of the matters to be voted on at the Special Meeting
will be considered a discretionary matter under the New York Stock Exchange (“NYSE”) rules governing brokers’ discretionary
authority; therefore, each Proposal will be considered to be “non-routine” and a broker that is subject to such rules will
not have authority to vote shares held by a beneficial owner without receiving instructions from the beneficial owner regarding each of
the Proposals. If your shares are held of record by a bank, broker or other nominee, we urge you to give instructions to your bank, broker
or other nominee as to how you wish your shares to be voted so you may participate in the shareholder voting on these important matters.
What Vote is Required to Approve the Proposals?
Approval of the Proposals
requires the following shareholder votes:
| · | The Bylaw Restoration Proposal: Approval of the Bylaw Restoration Proposal requires the
affirmative vote of the holders of a majority of the shares of Common Stock outstanding on the Record Date. |
| · | The Removal Proposal: Removal of an incumbent director requires the affirmative vote of
the holders of a majority of the shares of Common Stock outstanding on the Record Date. |
| · | The Director Election Proposal: The election of a Nominee requires the affirmative vote
of a majority of the votes cast by the holders of shares of Common Stock outstanding on the Record Date, assuming a quorum is present,
with “votes cast” meaning votes “FOR” or “AGAINST” the election of a Nominee; except that if the number
of director nominees exceeds the number of directors to be elected, then Nominees will be elected by a plurality of the votes cast, meaning
that the Nominees receiving the highest number of “FOR” votes will be elected. |
What Should You Do in Order to Vote for
the Proposals?
Your vote is important,
no matter how many or how few shares of Common Stock you own. Elliott urges you to vote “FOR” each of the Proposals by following
the instructions on the enclosed GOLD proxy card.
| · | If your shares of Common Stock are registered in your own name, please vote (i) through the Internet at
any time prior to __________ on __________, 2024 by following the instructions on the enclosed GOLD proxy card; (ii) by telephone
from the United States, by calling __________ at any time prior to __________ on __________, 2024; or (iii) by signing and dating the
enclosed GOLD proxy card and returning it to Elliott, c/o Okapi Partners LLC (“Okapi Partners”), in the enclosed postage-paid
envelope today. |
| · | If your shares of Common Stock are held in a brokerage account or bank, you are considered the beneficial
owner of the shares of Common Stock, and these proxy materials, together with a voting form, are being forwarded to you by your broker
or bank. As a beneficial owner, you must instruct your broker, trustee or other representative how to vote. Your broker cannot vote your
shares of Common Stock on your behalf without your instructions. Depending upon your broker or custodian, you may be able to vote either
by toll-free telephone or by the internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You
may also vote by signing, dating and returning the enclosed voting form. |
Since only your latest
dated proxy card will count, we urge you not to vote any proxy card you receive from the Company. If you vote the WHITE management proxy
card, it will revoke any proxy card you may have previously sent to us, so please make certain that the latest dated proxy card you vote
is the GOLD proxy card.
What Does it Mean if You Receive More
Than One GOLD Proxy Card on or About the Same Time?
It generally means that
you hold shares registered in more than one account. In order to vote all of your shares, please sign, date, and return each GOLD
proxy card or, if you vote via the internet or telephone, vote once for each GOLD proxy card you receive.
How Do I Revoke a Proxy?
Shareholders of the Company
may revoke their proxies at any time prior to exercise by attending the Special Meeting and voting (although attendance at the Special
Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a
subsequently dated proxy which is properly completed will also constitute a revocation of any earlier proxy.
The revocation may be delivered
either to Elliott in care of Okapi Partners at the address set forth on the back cover of this Proxy Statement or to the Company at Southwest
Airlines Co., Attn: Corporate Secretary, Legal Department, HDK-4GC, P.O. Box 36611, Dallas, Texas 75235 or any other address provided
by the Company. Although a revocation is effective if delivered to the Company, we request that either the original or photostatic copies
of all revocations be mailed to Elliott in care of Okapi Partners at the address set forth on the back cover of this Proxy Statement so
that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of
record on the Record Date of a majority of the outstanding shares of Common Stock.
Additionally, Okapi Partners
may use this information to contact shareholders who have revoked their proxies in order to solicit later dated proxies for the approval
of the Proposals.
Whom Should I Call If I Have Any Questions
About the Solicitation?
Okapi Partners is assisting
Elliott with its effort to solicit proxies. If you have any questions or require assistance in authorizing a proxy or voting your shares
of Common Stock, please contact:
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (877) 629-6357
E-mail: info@okapipartners.com
Your vote is important,
no matter how many or how few shares of Common Stock you own. Elliott urges you to vote “FOR” each of the Proposals by following
the instructions on the enclosed GOLD proxy card.
BACKGROUND TO THE SOLICITATION
The following is a chronology of material events leading up to this
proxy solicitation.
• | | On June 9, 2024, Elliott sent an email to Gary Kelly, Executive Chairman and former Chief
Executive Officer of the Company, requesting a phone call for later that day. Mr. Kelly and Robert Jordan, the current Chief Executive
Officer of the Company spoke with Elliott late that evening. On the call, Elliott shared that it had a significant investment in the
Company based on its belief in the Company’s tremendous potential. However, Elliott believed that the Company’s outdated
strategy and operational issues have resulted in meaningful underperformance, and changes at the Company would be necessary to address
those issues. Elliott stated that it would be issuing certain public materials on June 10, 2024 calling for changes at the Company. |
• | | On June 10, 2024, Elliott issued a public letter to the Board and an accompanying presentation
titled “Stronger Southwest”, communicating its views on Southwest’s disappointing performance and its recommendations
to drive improved results at the Company, including enhancing the Board, upgrading leadership and undertaking a comprehensive business
review. |
• | | Also on June 10, 2024, the Company issued a press release responding to Elliott’s letter
and presentation. Although the Company stated its willingness to meet with Elliott, the Company asserted “[w]e are confident that
Southwest Airlines has the right strategy, the right plan and the right team in place” and it is “confident in our CEO and
Leadership Team's ability to fulfill our strategy to drive long-term value for all Shareholders.” |
• | | On June 19, 2024, Elliott met with Southwest’s representatives at the Company’s
headquarters in Dallas, Texas, including Mr. Kelly, Mr. Jordan, William Cunningham (Lead Independent Director), Christopher Reynolds
(a director), and Julia Landrum (Vice President Investor Relations). Elliott also had a separate meeting with Mr. Kelly, Mr. Cunningham
and Mr. Reynolds. During these meetings, Elliott reiterated its view that the Company had severely underperformed and that the changes
discussed in Elliott’s public letter and presentation are required to restore the Company’s industry-leading performance. |
• | | On June 26, 2024, the Company filed a Form 8-K with the SEC updating its second quarter financial
guidance, including a substantial reduction to revenue guidance provided only two months earlier. |
• | | Also on June 26, 2024, Elliott issued a press release observing that the Company’s
announcement represented its eighth guidance reduction in the last 18 months and reiterating the need for change in light of the Company’s
unacceptable performance. |
• | | On July 2, 2024, Mr. Kelly and Mr. Cunningham called Elliott to request a meeting to discuss
the Company’s plans for the future. Elliott responded that it would be happy to set up a meeting, and Mr. Kelly and Mr. Cunningham
stated that their advisers would be reaching out. Mr. Kelly and Mr. Cunningham reiterated that the Board remained supportive of current
management and that management changes would not be considered. |
• | | Later that day, Elliott joined a phone call with representatives of Bank of America and Morgan
Stanley, acting as advisors to the Company. On the call, the Company’s advisors indicated that the Board was fully supportive of
the current management team and that the Company would be announcing a series of initiatives in the coming weeks and months. Elliott
stated its continued willingness to meet with the Company and its advisors, but expressed its firm conviction that leadership change
would be necessary to restore the Company to industry-leading performance. After receiving that feedback from Elliott, Bank of America
and Morgan Stanley did not follow up to schedule the meeting with the Company to which Elliott had agreed. |
• | | On July 3, 2024, the Company announced that the Board had adopted a defensive shareholder
rights plan (typically referred to as a “poison pill”) on July 2, 2024, which the Company asserted was done in response to
Elliott’s accumulation of a significant economic interest in the Company. The poison pill effectively prevents any shareholder
from acquiring beneficial ownership of 12.5% or more of the Common Stock outstanding (subject to certain exceptions) by imposing significant
dilution risk if a shareholder crosses that ownership threshold. The poison pill was adopted by the Board without shareholder approval,
and the poison pill’s continuation was not made subject to shareholder approval. The poison pill expires on July 1, 2025. |
• | | On July 7, 2024, the Board expanded its size to 15 members and appointed Rakesh Gangwal as
a member of the Board, effective immediately. In a press release issued by the Company on July 8, 2024, announcing Mr. Gangwal’s
appointment to the Board, Mr. Gangwal immediately indicated his alignment with the Board and management’s status-quo plans, stating
that he “look[ed] forward to supporting the Company’s strategic direction”. |
• | | On July 8, 2024, Elliott issued a public letter to the Board expressing concerns regarding
the Board’s adoption of the poison pill and its appointment of a new already-aligned director in an effort to entrench its failed
Board and management team. Elliott also shared supportive feedback from key constituents about the need for leadership change at the
Company, and called out the risk that the Board would announce a package of short-term focused half-measures with the objective of further
entrenching itself and avoiding more fundamental change. Elliott stated this would inevitably lead to worse performance over time. |
• | | On July 25, 2024, the Company reported its second quarter 2024 financial results, which included
guidance for a year-over-year decrease in unit revenue and an 11% to 13% increase in unit costs excluding fuel in the third quarter.
The Company also announced various new initiatives, including plans to assign seats, offer premium seating options, and introduce redeye
flying. |
• | | Also on July 25, 2024, Elliott issued a press release commenting on the Company’s announcement
of new initiatives, stating that the changes came “more than a decade late”, amounted to an admission that “four out
of five customers’ preferences went unmet in recent years”, and showed that management “simply was not doing its job.”
Elliott also reiterated the lack of credibility of the Company’s leadership with shareholders to execute on the announced initiatives. |
• | | On August 5, 2024, Mr. Kelly contacted Elliott to schedule a potential meeting. After discussions
regarding timing, the Company and Elliott scheduled a meeting for September 9, 2024. |
• | | Also on August 5, 2024, Elliott filed an initial Schedule 13D with the SEC, disclosing beneficial
ownership of approximately 7.0% of the outstanding shares of Common Stock, and a combined economic exposure in the Company of approximately
11.0% of the shares of Common Stock outstanding. |
• | | On August 13, 2024, Elliott issued a press release announcing its intent to nominate ten
independent, highly qualified candidates for election to the Board and introducing the Nominees. |
• | | Also on August 13, 2024, Elliott filed an amendment to the Schedule 13D, disclosing beneficial
ownership of approximately 8.2% of the outstanding shares of Common Stock and a combined economic exposure in the Company of approximately
11.0% of the shares of Common Stock outstanding. |
• | | On August 14, 2024, the Company issued a press release commenting on Elliott’s announcement
of its intent to nominate the Nominees for election to the Board, and reiterating the Board’s confidence that the Company has the
right leadership in place. Following Elliott’s announcement of its slate of Nominees, the Company and its representatives reached
out to Elliott to request interviews with the Nominees. Elliott informed the Company that once Elliott and the Company are able to align
on a framework to address Elliott’s concerns then it would be happy to make the Nominees available for interviews and noted Elliott’s
interest in having a full discussion at the meeting scheduled for September 9, 2024. Notwithstanding Elliott’s response, the Company
reached out to certain of the Nominees directly, and without Elliott’s consent, to request interviews, which requests were declined. |
• | | On August 26, 2024, Elliott issued an open letter to shareholders of the Company. In the
letter, Elliott laid out its framework for change at Southwest and stated that it was eager to work with the Board on the urgent changes
needed at the Company. However, Elliott expressed its concern with the Board’s public statements that discussion of the jobs of
Mr. Jordan and Mr. Kelly, the central question of the Company’s leadership and the need for accountability for the Company’s
years of underperformance, were off the table. Elliott noted that “so long as the jobs of Mr. Jordan and Mr. Kelly remain sacrosanct
– and they remain empowered to make every critical decision at the Company without proper oversight from a Board that has failed
for years to hold them accountable – it is preferable to give shareholders a direct say on the question of who should be leading
Southwest.” |
• | | Also on August 26, 2024, Elliott filed an amendment to the Schedule 13D, disclosing beneficial
ownership of approximately 9.7% of the outstanding shares of Common Stock, and a combined economic exposure in the Company of approximately
11.0% of the shares of Common Stock outstanding. |
• | | On September 3, 2024, Elliott filed a Form 3 reporting ownership of approximately 10.2% of
the Common Stock outstanding. |
• | | On September 9, 2024, Elliott met with Southwest’s representatives, including Messrs.
Kelly and Gangwal and Lisa Atherton (a director). At that meeting, the Company informed Elliott that it had determined to issue a press
release the next day announcing, among other things, that six directors would retire from the Board in November 2024, Mr. Kelly would
retire from the Board and his Executive Chairman position effective immediately after the 2025 Annual Meeting, and the Board would appoint
four new directors to the Board. The Company also shared with Elliott a proposed settlement framework, which provided that the four new
directors would be appointed effective upon the retirement of the departing directors in November 2024, and up to three of the new directors
could be candidates from Elliott’s slate, subject to the parties entering into a settlement agreement including standstill, voting
and non-disparagement provisions to be discussed. The Company requested feedback from Elliott on its proposed settlement framework, but
made clear that the director resignations had already taken place and would need to be announced the following morning in accordance
with the Company’s disclosure obligations. In effect, the Company presented Elliott with a “settlement” framework that
had already been approved by the Board and would be announced exactly as approved without accounting for Elliott’s input on the
key terms. |
• | | On September 10, 2024, the Company issued a press release and letter to shareholders announcing
the director retirements and the Board’s intention to appoint new directors, as previewed with Elliott. In the letter, the Company
also stated that the Board and leadership unanimously support Mr. Jordan as CEO. |
• | | Also on September 10, 2024, Elliott issued a press release commenting on the Company’s
announcements. In the release, Elliott criticized the “unprecedented” and chaotic resignation of nearly half of Southwest’s
Board and stated that “the need for thoughtful, deliberate change at Southwest remains urgent.” |
• | | On September 17, 2024, Elliott and the Company entered into a mutual confidentiality agreement
to cover discussions between the parties in the lead-up to the Company’s previously announced investor day scheduled for September
26, 2024 (the “Investor Day”), expiring at the conclusion of the Investor Day. |
• | | On September 18, 2024, Elliott met at the Company’s headquarters in Dallas, Texas,
with Southwest’s representatives, including Mr. Jordan, Andrew Watterson (Chief Operating Officer), Ryan Green (Chief Commercial
Officer), Tammy Romo (Chief Financial Officer), Justin Jones (Executive Vice President Operations), Tony Roach (Chief Customer Officer),
and Lauren Woods (Chief Information Officer). At the meeting, the Company presented the business plan that it intended to announce at
the Investor Day. |
• | | On September 21, 2024, Elliott spoke with Mr. Kelly. Elliott informed the Company that the
business plan it intended to announce at the Investor Day fell short of the Company’s potential, and did not address the central
concern of Elliott and the Company’s other shareholders – the lack of credibility of the Company’s leadership to guide
the Company through the execution of a new business plan. Regarding the Company’s proposed settlement framework, Elliott informed
the Company that it believed more meaningful change to the Board would be necessary and proposed the appointment of eight new directors
from Elliott’s slate, the acceleration of the retirement of Mr. Kelly and the announcement of an immediate CEO transition, with
the reconstituted Board selecting an interim CEO and conducting a full search process for new leadership. |
• | | On September 22, 2024, Elliott spoke with Ms. Atherton and Mr. Gangwal and reiterated its
views and settlement proposal shared with Mr. Kelly the day before. Ms. Atherton and Mr. Gangwal informed Elliott that the Company rejected
Elliott’s settlement proposal, and did not provide a counter-proposal. Elliott also offered the opportunity for Ms. Atherton and
Mr. Gangwal to meet with one of the Nominees to assess the skills and experience this nominee would bring to the Southwest Board, as
the Company’s representatives had previously requested. Ms. Atherton and Mr. Gangwal rejected that offer as well. |
• | | On September 24, 2024, Elliott issued an open letter to shareholders of the Company. In the
letter, Elliott informed shareholders of its intent to call a special meeting in the coming weeks and noted the urgency of leadership
changes: “Given the reckless and chaotic actions that Southwest’s leaders keep taking in an attempt to preserve their own
jobs – and the resulting risk to the Company and its constituents – the need for change is urgent.” The letter urged
shareholders to work with their banks and brokers as soon as possible to ensure that they are able to vote all their Southwest shares
at the Special Meeting. |
• | | Also on September 24, 2024, the Company issued a press release responding to Elliott’s
letter, asserting that “CEO Bob Jordan is the right Leader to successfully execute the Company's robust strategy to transform the
airline and deliver sustainable Shareholder value”, and “[a]ny Leadership change amid such a significant transformation would
be detrimental to all Shareholders.” |
• | | Also on September 24, 2024, counsel to Elliott delivered a letter to counsel to the Company
requesting that the Board confirm that it will set a record date for the Special Meeting that is not fewer than ten days, and not greater
than twenty days, following Elliott’s delivery to the Company of formal notice of its request that the Company call the Special
Meeting (the “Record Date Letter”). |
• | | On September 26, 2024, the Company held the Investor Day and announced a new business plan,
including the previously announced addition of assigned seating and premium seating, and new 2027 financial targets. |
• | | Also on September 26, 2024, Elliott released a statement noting, “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.” Elliott’s statement indicated that “[w]e remain
determined to call a special meeting at which shareholders’ voices can be heard.” |
• | | On September 27, 2024, counsel to the Company delivered a letter to counsel to Elliott confirming
receipt of the Record Date Letter, but not providing the requested confirmations. |
• | | On October 6, 2024, Elliott had a call with Mr. Jordan and Jeff Novota (General Counsel),
which focused on better understanding each side’s perspectives. At the conclusion of the call, Elliott and Mr. Jordan agreed to
keep an open line of communication going forward. |
• | | On October 8, 2024, Elliott spoke with members of the Company’s management, including
Messrs. Jordan, Watterson and Green, and Ms. Romo. On the call Elliott shared its perspectives regarding the Company and management’s
plans announced at the Investor Day. On the call, Elliott stated that it shares the market’s apparent skepticism regarding the
Company’s ability to execute these plans and confusion concerning certain of the figures presented in the Company’s plan. |
• | | On October 9, 2024, Mr. Milton, a Nominee, spoke with Mr. Kelly. Mr. Milton encouraged Mr.
Kelly to reach out to Elliott to engage on a potential settlement ahead of Elliott calling the Special Meeting. Mr. Milton acknowledged
that while he was not positioned to negotiate on behalf of Elliott, he relayed Elliott’s potential openness to a resolution in
which a Board led by new independent directors with the confidence of stockholders would evaluate the Company’s leadership and
hold them accountable. In view of Mr. Milton’s 20-year professional relationship with Mr. Kelly, Mr. Milton also said he would
be willing to step in as Executive Chairman on a transitional basis until a permanent Chair could be identified. |
• | | Also on October 9, 2024, Elliott spoke with Mr. Kelly. Mr. Kelly again requested for the
Company to interview Elliott’s Nominees, and Elliott reiterated to Mr. Kelly that it would be happy to arrange for the Nominees
to be interviewed once Elliott and the Company are able to align on a comprehensive framework. Elliott also informed Mr. Kelly that Elliott
would be prepared to engage in a conversation on meaningful Board changes as part of a potential settlement framework, and to enter into
a mutual confidentiality agreement to cover discussions between the parties. Elliott did not receive a response from the Company through
October 14, 2024. |
• | | On October 14, 2024, Elliott delivered to the Company a letter requesting that the Company
call a special meeting of shareholders for the purpose of considering and voting upon the Proposals. Concurrently, Elliott delivered
to the Company a notice of business proposals and director nominations, submitting the Proposals for shareholder consideration and nominating
the Nominees for election at the Special Meeting. The notice reflected Elliott’s nomination of the eight Nominees for election
to the Board. |
• | | Also on October 14, 2024, Elliott issued a press release announcing the delivery of the special
meeting request and the nomination of the eight Nominees for election to the Board, and calling on the Company to confirm the date of
the Special Meeting promptly without unnecessary delay. |
• | | Also on October 14, 2024, the Company issued a press release confirming receipt of Elliott’s
request for a special meeting. |
• | | On October 15, 2024, Elliott filed this preliminary proxy statement for the Special Meeting
with the SEC. |
REASONS FOR THE SOLICITATION
Elliott holds an 11% economic interest in Southwest,
making us one of the Company’s largest shareholders. We made this substantial investment because we strongly believe that with the
right leadership and proper oversight, Southwest can reclaim its position as a top-performing airline.
Southwest Airlines is an iconic American company
with a storied history. Southwest revolutionized the airline industry with its innovative business model when it began service in 1971
and grew into the largest domestic carrier with a brand beloved by customers and a culture that inspired employees.
Today, however, and for many years now under the
current Board and leadership, Southwest has been delivering unacceptable financial performance and is failing shareholders, employees,
and customers alike. Southwest, which once led the industry in profitability, is expected to barely generate an operating profit this
year. Southwest’s share price has declined by more than 50% over three years1,
dramatically underperforming its peers. Southwest stranded more than two million customers during the holidays in 2022 in a meltdown caused
by its outdated technology systems, and the Company now admits that its current product offering is not aligned with the preferences of
more than 80% of its current and prospective customers. Employees have suffered financially as well – they have seen profit-sharing
payments and the value of employee-owned stock decline by more than a billion dollars, and they are losing faith in leadership’s
ability to deliver a promising future for the airline.
The drivers of these problems are clear: decades
of inaction by a management team and Board that took Southwest’s success for granted, compounded by avoidable execution missteps.
Following Elliott's public push for changes, Southwest's
leadership responded with long-overdue strategic and corporate governance initiatives. While these actions signaled a recognition that
change is necessary, they failed to address Southwest's core problem: the capability of long-tenured leadership to execute on a “transformational”
shift in Southwest’s business given their track record of poor execution, and the Board’s unwillingness to hold management
accountable for unacceptable performance. Why should shareholders have confidence that the same people responsible for Southwest’s
years-long decline are now the right people to put the Company on a new path? And given the dynamic nature of the airline industry, how
can shareholders be confident that the current Board and leadership will be able to continuously adapt Southwest’s strategy to meet
changing customer preferences?
The need for accountability and competent oversight
could not be more urgent. We are pursuing a special meeting because Southwest’s serious shortcomings in oversight and expertise
cannot remain unaddressed for another seven months until the annual meeting, particularly as the management team is attempting to execute
on “the most transformational plan we have ever had.”
Shareholders need a best-in-class Board of
Directors in place – NOW – during this critical juncture for the future of Southwest.
The independent directors we have nominated bring
industry-leading expertise – including experience leading similar transformations at other airlines – and the independence
to hold the Company’s management accountable for delivering improved results. Time is of the essence to deliver these oversight
changes – as we have seen again and again, a Board and management team without the requisite experience and accountability can substantially
erode the Company’s value in a short period of time, and the cost of that failure will be borne by shareholders.
1
Represents the prior three years ending on 6/7/2024, the last trading day prior to the date Elliott launched its public campaign. Source:
Bloomberg.
Since the launch of our campaign at Southwest,
we have focused on these key initiatives aimed at restoring the Company to its rightful place as an industry leader:
1)
Board: We believe that board transformation at Southwest must be comprehensive, strengthening the Board with accomplished leaders
who bring relevant expertise in modernizing the airline. To this end, we have nominated a highly qualified slate of eight independent
directors.
2)
Leadership Accountability: Southwest’s leadership has delivered unsatisfactory results and has not been effectively overseen
by the current Board. A world-class, independent Board with the right skills will be able to hold management accountable and ensure the
successful execution of necessary operational and strategic changes.
3)
Strategy and Operations: Southwest has recently introduced a range of strategic initiatives that have never been attempted by the
current management team. For these efforts to succeed, leadership must fully leverage the expertise of a refreshed board, including that
of our eight nominees—several of whom have successfully implemented similar business model changes at other airlines. Additionally,
the Investor Day plan announced by Southwest lacks critical details and risks falling short of the Company’s full potential. We
believe it is imperative that a highly credible, independent board be in place to evaluate the Company’s strategy and operations
and enable the Company to fully capitalize on this pivotal moment.
Shareholders have waited far too long for Southwest’s
issues to be addressed and cannot afford another series of broken promises and failed initiatives. Southwest’s Board and management
team are now asking for support to execute on multiple transformational initiatives. However, this same team has repeatedly failed to
execute on improvement initiatives in the recent past: promises to increase operating income by $2.5 billion to $3.0 billion over the
last three years have instead resulted in billions of dollars of long-term profitability declines. Despite management’s latest long-dated
promises to improve profitability, shareholders are faced with the sobering reality that current leadership has delivered poor financial
performance and has driven Southwest into retreat in key markets.
FINANCIAL PERFORMANCE HAS BEEN UNACCEPTABLE
UNDER THE CURRENT MANAGEMENT AND BOARD
In the three years prior to Elliott launching
its campaign, Southwest’s stock declined by more than 50% and was trading in line with the levels it reached in March 2020, during
the depths of the COVID-related travel shutdowns. Southwest was on-pace to have its fifth consecutive year of negative shareholder returns.2
2
As of the close of business on 6/07/2024, the last trading day prior to the date Elliott launched
its public campaign. Source: Bloomberg.
This share-price underperformance has been driven
by extremely poor financial performance – from 2018 to 2023, Southwest’s unit costs increased the most among peers, while
its unit revenue increased the least among peers. EBIT margins compressed by 1,100 basis points during that period.
Despite clear feedback that this performance was
unacceptable – including 16 downgrades from research analysts, stock underperformance on 17 of 20 recent earnings events3
and direct communication from investors calling for change – management and the Board failed to acknowledge this reality and take
action. Management assessed that the Company had a “great 2023” and said they were “extremely proud of our progress
and accomplishments.”
MANAGEMENT AND THE BOARD HAVE LOST CREDIBILITY
WITH KEY CONSTITUENTS
Since launching our campaign on June 10, we have
engaged with Southwest’s shareholders and labor groups, both of whom expressed deep frustration over leadership’s failure
to address the Company’s declining performance and concerns about the capability of the current Board and management team to deliver
a brighter future for Southwest. In an independent third-party survey of the airline industry, shareholders rated Southwest as the worst-performing
major U.S. airline across all key categories.4
3
As of 6/10/2024, the date Elliott launched its public campaign.
4
An independent third party shareholder survey firm canvassed both Southwest’s shareholders and other airline investors to understand
sentiment on Southwest and its peers.
Our extensive dialogue with leaders from several
of Southwest’s labor groups has also revealed a profound lack of confidence in leadership among the frontline workers.
“There’s a reason Elliott and
the FAA are here at the same time. And yet, nobody in Dallas can admit that those tasked with fixing the problem are the ones who created
it. We need bold leaders who have the creativity and insight to reexamine a corporate culture that has stagnated for years.”
- Southwest Airlines Pilots Association, 8/12/2024
“It is simply amazing that the airline
with the strongest network in the history of our industry is now retreating in a major market because this management group has failed
to evolve and innovate.” - Southwest Airlines Pilots Association, 9/25/2024
“It speaks volumes when the best
Chiefs in our system don’t step up for jobs in Dallas, and the incestuous group of Dallas good ol’ boys occupy seats that
never seem to produce the one thing we truly need: results.” - Southwest Airlines Pilots Association, 9/16/20245
Without best-in-class perspectives on the Board
to guide this “transformation,” an open-minded evaluation of management’s capability to deliver on this latest plan,
and the accountability to ensure targets are achieved, Southwest risks yet another failure at this critical juncture for the future of
the Company.
ELLIOTT HAS PROPOSED EIGHT HIGHLY QUALIFIED
INDEPENDENT DIRECTORS TO DELIVER A BRIGHER FUTURE
We have nominated eight highly-qualified independent
directors who bring significant expertise and deep experience to the Board. Once elected, these individuals will collaborate with the
remaining Board members to guide the execution of a plan to restore Southwest’s best-in-class performance, hold the current leadership
team accountable and assess new strategic and operational opportunities. The Nominees were chosen through a rigorous, months-long global
search to identify individuals with the ideal blend of skills and backgrounds to address Southwest’s current challenges and unlock
the Company's full potential.
The full biographies
of the Nominees follow:
Michael Cawley
Former Deputy CEO, COO and CFO of Ryanair
A longtime senior executive at Ryanair, Michael
Cawley has decades of experience at the world’s most successful low-cost carrier. Cawley has a broad range of expertise from his
17-year executive career at Ryanair, having served as Deputy CEO, Chief Operating Officer, CFO and Commercial Director. During Cawley’s
tenure as an executive at Ryanair, the company grew from serving less than 3 million passengers to 82 million passengers annually and
delivered a more than 2,700% total shareholder return. Cawley recently retired from the Board of Ryanair, where he guided the company
to achieve an additional 155% total shareholder return after his tenure as an executive. Cawley played an integral role in creating and
growing one of the world’s most successful airlines with a cost-focused culture that serves as a benchmark for low-cost carriers
globally. Cawley’s extensive experience in the airline industry, developed over nearly three decades of leadership at Ryanair, would
make him a valuable addition to the Southwest Board as it seeks to improve performance.
5
Emphases added.
David Cush
Former CEO of Virgin America
David Cush brings 30 years of aviation experience,
including nine years as CEO of Virgin America and two decades of experience at American Airlines in various operational, sales and network
planning roles. Under Cush’s leadership, Virgin America delivered an exceptional customer experience that resulted in the company
winning “Best U.S. Airline” in Conde Nast Traveler’s readers’ choice awards for nine consecutive years
and the top position in Consumer Reports’ airline customer satisfaction rankings. Cush joined Virgin America as CEO
just after the airline’s inaugural flight, and led the airline through the turmoil of the financial crisis and a subsequent period
of rapid growth. Cush led Virgin America to realize its first annual profit, oversaw its successful initial public offering and ultimately
negotiated the airline’s acquisition by Alaska Airlines. Cush’s leadership delivered a 148% total shareholder return
over Virgin America’s two years as a publicly traded company. After the sale of Virgin America, Cush served as interim CEO
and subsequently CEO of Service King Paint & Body, a Blackstone and Carlyle-owned collision repair business. As a former airline CEO
with a demonstrated track record of fostering a strong employee culture and best-in-class customer service, Cush would bring deep experience
to Southwest’s effort to build upon the Company’s core cultural strengths while evolving and modernizing the strategy.
Sarah Feinberg
Former Transportation
Regulator and Administrator of the Federal Railroad Administration
Sarah Feinberg is an
experienced transportation regulator who formerly served as Administrator of the Federal Railroad Administration, Chief of Staff to the
U.S. Secretary of Transportation and Interim President of the New York City Transit Authority. As Administrator of the Federal Railroad
Administration, the railroad safety regulator within the Department of Transportation, Feinberg focused on enhancing the safety of the
rail network after a series of accidents. During her tenure, Feinberg became known for her aggressive enforcement of safety regulations
and promotion of investments to improve the safety of the rail system. As Chief of Staff to the U.S. Secretary of Transportation, Feinberg
oversaw and advised on a broad range of initiatives across the aviation and broader transportation sector. Feinberg would bring experience
crucial to the Southwest Board’s foremost mission of ensuring the safety of the Company’s employees and customers.
Hon. Joshua “Josh” Gotbaum
Seasoned Advisor to Companies and Labor Groups
and Former Hawaiian Airlines Trustee
Josh Gotbaum has decades of experience as an advisor
to both airline management teams and labor. As an investment banker at Lazard, Gotbaum advised in transactions involving both US carriers
and foreign flag carriers. At Hawaiian Airlines, Gotbaum led and managed the airline’s successful emergence from chapter 11 with
Hawaiian achieving both the highest operating margin and best on-time performance of the U.S. carriers, which permitted a full recovery
for Hawaiian’s creditors, new employee contracts with pay and benefits comparable to or better than peers and a nearly 600% total
return for shareholders over his tenure. He went on to serve as the Director of the Pension Benefit Guarantee Corporation, where he helped
American Airlines preserve its pensions. In prior US government service, Gotbaum had presidential appointments in the White House Office
of Management & Budget, the Department of Treasury and the Department of Defense. As an Operating Partner at Blue Wolf Capital, he
was involved in several successful business transformations. In 2023, Gotbaum was nominated to serve on the Board of Starbucks by a coalition
of labor unions as part of a successful effort to show the connection between good union relationships and shareholder value. Gotbaum
previously served on the Boards of PulteGroup, TD Bank, N.A., Thornburg Investment Management and Safety-Kleen Systems. As he did at Hawaiian
Airlines, Gotbaum intends to work to ensure the Company’s unique employee culture is preserved and its unions are engaged as Southwest
implements strategic and operational improvements.
David “Dave”
Grissen
Former Group President of Marriott International
Dave Grissen is the former Group President of
Marriott International. As Group President, Grissen led all functions for Marriott’s brands in the Americas and for the Ritz Carlton
and EDITION brands globally, including strategy, revenue management, sales and marketing, operations, food and beverage, technology, development
and human resources. Grissen managed hotels representing approximately two-thirds of Marriott’s fee revenue, a workforce of 160,000
people and a successful growth strategy that resulted in Marriott’s Americas organization nearly doubling from 2,928 hotels to 5,640
hotels plus 1,800 pipeline hotels under his leadership. Grissen’s extensive experience leading a large hospitality franchise, growing
a storied brand and delivering top-tier results would be valuable to the Southwest Board. Grissen also currently serves as the Chairman
of Regis and is on the Board of Chatham Lodging Trust.
Robert Milton
Former CEO of Air Canada and ACE Aviation Holdings
and Former Chairman of United Airlines
Robert Milton brings more than 40 years of experience
in the aviation industry, including a total of 13 years as CEO of Air Canada and its holding company ACE Aviation and two years as Chairman
of United Airlines. After taking over as CEO of Air Canada amid a challenging operating environment and struggling financial performance,
Milton successfully repositioned the airline for long-term success and delivered substantial value creation. As Chairman of United Airlines,
Milton oversaw the initiation of the airline’s repositioning and turnaround. Milton’s deep airline turnaround experience and
track record of shareholder value creation in the airline industry would enable him to provide valuable guidance to a new management team
as it develops a strategy to restore Southwest’s industry-leading position. Milton is a current director of Air Lease Corporation
and has previously served as a director at US Airways, AirAsia, TAP Air Portugal, Cathay Pacific Airways and Breeze Airways.
Gregg Saretsky
Former CEO of WestJet
Gregg Saretsky brings significant leadership experience
and industry knowledge with a nearly 40-year career in aviation, including having served as CEO of WestJet for eight years. At WestJet,
Saretsky led the evolution of the airline from providing a one-dimensional product offering to having a modern commercial strategy, generating
a total shareholder return of more than 100% during his tenure as CEO. Prior to WestJet, Saretsky served in a number of senior-level commercial
and operational roles at Alaska Airlines, including Executive Vice President of Flight Operations & Marketing. Saretsky’s extensive
industry knowledge and learnings from driving transformational change would be valuable to the Southwest Board in guiding and overseeing
strategic changes at the Company. Saretsky is also a current director of IndiGo and RECARO Aircraft Seating.
Patricia “Patty” Watson
CIO and CTO of NCR Atleos
Patty Watson is an
experienced technology executive with a track record of developing modernization plans and overseeing IT transformations at large, complex
financial services and transportation/logistics companies. Watson is currently Executive Vice President and Chief Information & Technology
Officer at NCR Atleos. Over the course of her career, she has also served as Executive Vice President and Chief Information Officer of
NCR, Total Systems Services and The Brink’s Company, the President of Cloud Collaboration at Intrado and in various senior technology
roles at Bank of America. Watson is a Director at Rockwell Automation, and previously served on the Boards of USAA Federal Savings Bank
and Texas Capital Bancshares. Prior to her corporate career, Watson served in the U.S. Air Force as a contracting and acquisition officer,
delivering aircraft technology systems, and as a director of operations. Watson’s extensive experience in developing and executing
on complex IT transformations to enable business strategy and growth will be valuable to the reconstituted Board’s task of modernizing
Southwest’s outdated technology infrastructure. As the spouse of a captain who has flown for Southwest for 24 years, Watson recognizes
the importance of preserving Southwest’s culture while modernizing the Company’s operations and strategy to facilitate its
long-term financial success and provide a rewarding career opportunity for its employees.
PROPOSAL NO. 1 –
BYLAW RESTORATION PROPOSAL
The Bylaw Restoration Proposal
seeks to restore the Bylaws to the form filed with the SEC on February 2, 2024, to the extent that the Bylaws are amended by the Board
without shareholder approval through the date of the Special Meeting. Approval of the Bylaw Restoration Proposal would have the effect
of repealing any such amendments by the current Board to the Bylaws. We believe the Bylaw Restoration Proposal is necessary to ensure
that shareholders will be able to take action at the Special Meeting without modification of their rights in a manner that impedes the
effectiveness of the other Proposals or otherwise contravenes the will of shareholders. We are not currently aware of any specific Bylaw
provisions that would be repealed by the adoption of the Bylaw Restoration Proposal.
The following is the text
of the Bylaw Restoration Proposal:
“RESOLVED, that
each provision of, or amendment to, the Bylaws adopted by the Board without the approval of the shareholders of the Company after February
2, 2024 (the date of the most recent publicly disclosed amendment to the Bylaws) and prior to the approval of this resolution be, and
they hereby are, repealed, effective as of the time this resolution is approved by the shareholders of the Company.”
Approval of the Bylaw Restoration
Proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock outstanding on the Record Date. Abstentions
and broker non-votes will therefore have the same effect as a vote “AGAINST” the Bylaw Restoration Proposal.
WE STRONGLY URGE YOU
TO VOTE “FOR” THE BYLAW RESTORATION PROPOSAL ON THE ENCLOSED GOLD PROXY CARD
PROPOSAL NO. 2 –
REMOVAL PROPOSAL
The Board currently consists
of 16 directors. Through the Removal Proposal and the Director Election Proposal, at the Special Meeting we are seeking to remove eight
incumbent directors (including three directors who the Company announced intend to step down from the Board in November 2024) and elect
eight highly qualified Nominees with the ideal blend of skills and backgrounds to address Southwest’s current challenges and unlock
the Company’s full potential. The Director Election Proposal and the experience and qualifications of the Nominees are discussed
in detail in “Proposal No. 3 – Director Election Proposal” below.
In particular, we are seeking
to remove the following directors: Douglas H. Brooks, Eduardo F. Conrado, William H. Cunningham, Thomas W. Gilligan, David P. Hess, Gary
C. Kelly, Elaine Mendoza and Jill A. Soltau.
These directors have stood
behind the Company’s existing leadership team and plans during the course of our engagement with the Company, and have approved
the Company’s poison pill and other actions that appear designed to entrench the Board and management and avoid more fundamental
change. We believe these directors should be held responsible for the Company’s years of deteriorating performance and the lack
of accountability for management. We also believe that these directors have demonstrated a lack of relevant experience needed to restore
the Company to best-in-class performance.
The Company has announced
that six directors intend to step down from the Board effective immediately following the regularly scheduled fourth quarter Board meeting
(scheduled for November 21, 2024). Three of those directors are included in the Removal Proposal in case they do not follow through with
their stated intention to leave the Board. Additionally, the Company announced that the Board intends to appoint three new directors to
the Board. We believe that the appointment of new directors by the incumbent Board in advance of the Special Meeting would constitute
unlawful manipulation of the Company’s corporate machinery. If Elliott learns of the appointment of any new directors to the Board
after September 26, 2024, and a reasonable time before the Special Meeting, Elliott intends to supplement this Proxy Statement and the
enclosed proxy card to provide shareholders with an opportunity to vote by proxy directly on the removal of such new director(s).
The following is the text
of the Removal Proposal:
“RESOLVED,
that Douglas H. Brooks, Eduardo F. Conrado, William H. Cunningham, Thomas W. Gilligan, David P. Hess, Gary C. Kelly, Elaine Mendoza and
Jill A. Soltau, as well as any other person or persons elected or appointed to the Board without shareholder approval after September
26, 2024 and up to and including the date of the Special Meeting (other than any Nominee set forth herein), be and hereby are removed
from office as directors of the Company, effective immediately.”
Removal of an incumbent
director requires the affirmative vote of the holders of a majority of the shares of Common Stock outstanding on the Record Date. Abstentions
and broker non-votes will therefore have the same effect as a vote “AGAINST” the Removal Proposal.
WE STRONGLY URGE YOU
TO VOTE “FOR” THE REMOVAL PROPOSAL ON THE ENCLOSED GOLD PROXY CARD
PROPOSAL NO. 3 –
DIRECTOR ELECTION PROPOSAL
The Board currently consists
of 16 directors. Through the Removal Proposal and the Director Election Proposal, at the Special Meeting we are seeking to remove eight
incumbent directors (including three directors who the Company announced intend to step down from the Board in November 2024) and elect
eight highly qualified Nominees with the ideal blend of skills and backgrounds to address Southwest’s current challenges and unlock
the Company’s full potential.
The following is the text of the Director Election Proposal:
“RESOLVED,
that the shareholders of the Company hereby elect the following individuals to serve as directors of the Company: Michael Cawley, David
C. Cush, Sarah E. Feinberg, Joshua Gotbaum, David J. Grissen, Robert A. Milton, Gregg A. Saretsky and Patricia A. Watson (individually,
a “Nominee” and, collectively, the “Nominees”).”
Set forth below are the
names, ages, business addresses and business experience for the past five years and certain other information furnished to Elliott by
the Nominees, as well as a discussion of the specific experience, qualifications, attributes or skills that led to Elliott’s conclusion
that each Nominee should serve as a director for the Company.
The Nominees are independent
of Elliott and have not made any commitment to us as to actions they will take if elected as directors of the Company. However, we believe
that the Nominees are highly qualified and, if elected, would undertake a thorough review of Southwest’s strategy and operations,
and objectively and pragmatically evaluate additional opportunities to improve the business.
We are not aware of any
existing vacancies on the Board, nor are we aware of any intention by the Board to have any vacancies on the Board as of the Special Meeting,
other than any vacancies that may be created by the removal of existing directors through approval of the Removal Proposal. Although the
Company has announced that six directors intend to resign from the Board in November 2024, the Board decreased the size of the Board to
ten members effective upon the effectiveness of those resignations, such that there will be no vacancies following those resignations.
Accordingly, the election of the Nominees is subject to the removal of a corresponding number of directors from the Board through approval
of the Removal Proposal. The Removal Proposal is discussed in detail in “Proposal No. 2 – Removal Proposal” above. Additionally,
the number of directors that may be removed from the Board through the Removal Proposal, and accordingly the number of vacancies on the
Board that may be filled by the Nominees through the Director Election Proposal, will depend on the number of directors serving on the
Board at the time of the Special Meeting, including whether six directors step down from the Board in November 2024 and whether the Board
appoints three new directors to the Board, consistent with the Company’s prior announcements. Under certain circumstances, the Nominees
elected through the Director Election Proposal may constitute a majority of the Board.
Michael Cawley
Age: 70
Creeslough House
Upper Kindlestown
Delgany
Co. Wicklow
Ireland
A63T0X6 |
Michael Cawley currently serves as a director
on the board of Hostelworld Group plc (“Hostelworld”) (LSE: HSW), an online travel agency specializing in the hostel market,
since October 2015 and as Chairman since December 2017. Mr. Cawley has announced that he plans to retire from the board of Hostelworld
in October 2024. Most recently, Mr. Cawley served for 17 years in roles of increasing seniority at Ryanair Holdings plc. (“Ryanair”)
(LSE: RYA; Euronext Dublin: RY4A; NASDAQ: RYAAY), an international airline carrier, from 1997 to 2014, including as Chief Financial Officer
from 1997 to 2002 and Deputy Chief Executive Officer and Chief Operating Officer from 2003 to 2014. Prior to that, Mr. Cawley served as
Finance Director for Gowan Group Ltd., a diversified Irish holding company focusing on the motor distribution and electrical and kitchen
retail channels, among others, from 1993 to 1997 and Mr. Cawley served as Managing Director and Financial Controller of Athlone Extrusions
Ltd., a manufacturer of plastic sheeting, aluminum composite materials and lightweight foamboards, from 1986 to 1993. Previously, Mr.
Cawley served on the board of directors of Ryanair, from September 2014 to July 2024, Kingspan Group plc (LSE: 0KGP), a building materials
company, from May 2014 until April 2023, Flybondi Limited, an international airline carrier, from March 2017 to April 2020, and Paddy
Power Betfair plc, a sports betting and gaming company, from July 2013 until it was acquired in February 2016 by Flutter Entertainment
plc, (NYSE: FLUT), an international sports betting and gaming company, where he continued to serve as director until April 2022. Mr. Cawley
earned a B.Comm. from the University of College Cork in Ireland. Additionally, Mr. Cawley is a fellow of the Institute of Chartered Accountants
in Ireland.
We believe that Mr. Cawley’s extensive
airline industry experience, along with his considerable public company board and corporate governance experience, will make him a valuable
addition to the Board. |
David Cush
Age: 64
100 Commons Road, Suite 7
Box 325
Dripping Springs, Texas 78620 |
David Cush currently serves as a member of
the board of directors of Vive Collision, an auto collision repair platform and portfolio company of Greenbriar Equity Group, L.P., a
private equity firm, since January 2024. Previously, Mr. Cush served as Chief Executive Officer of Service King Collision Repair Centers,
Inc., a national operator of auto body collision repair facilities, from July 2018 to July 2022. Prior to that, Mr. Cush served as President,
Chief Executive Officer and as a Director of Virgin America Inc. (formerly NASDAQ: VA), an U.S. airline carrier formerly headquartered
in San Francisco, from 2007 until its acquisition by Alaska Air Group in 2016. Earlier in his career, Mr. Cush served for over 20 years
in various roles of increasing responsibility at American Airlines Group Inc. (NASDAQ: AAL) (“American Airlines”),
a global airline carrier, including as Vice President of International Planning & Alliances from 2000 to 2003, Vice President of the
St. Louis Hub from 2003 to 2004 and as Senior Vice President of Global Sales from 2004 to 2007, where he was responsible for worldwide
sales activity. Mr. Cush also served as Chief Operating Officer of Aerolíneas Argentinas S.A., the national airline carrier of
Argentina, from 1998 to 2000. Additionally, Mr. Cush served on the board of directors of Vought Aircraft Industries, Inc., a supplier
of aerostructures, from 2007 to 2010. Mr. Cush earned a B.S. and MBA from Southern Methodist University.
We believe that Mr. Cush’s extensive
experience in the airline industry coupled with his executive and governance expertise, would make him a valuable addition to the Board. |
|
Sarah Feinberg
Age: 47
438 East 12th Street, Apt. 5D
New York, New York 10009 |
Sarah E. Feinberg currently serves as the Founder
of Feinberg Strategies, LLC (“Feinberg Strategies”), a strategic business consulting practice focused on the tech and
transportation sectors, since 2017. Previously, Ms. Feinberg served as the Interim President and Chief Executive Officer of the New York
City Transit Authority, the public transportation operator in New York City, from February 2020 to July 2021. Prior to her service at
the New York City Transit Authority, Feinberg served as Chair of the Transit Committee for the board of the Metropolitan Transportation
Authority, from February 2019 to February 2020. Previously, Ms. Feinberg served as Administrator of the Federal Railroad Administration,
the safety regulatory agency for the US rail industry, from 2015 to 2017. Ms. Feinberg also served as Chief of Staff to the U.S. Secretary
of Transportation within the U.S. Department of Transportation, a department within the U.S. federal government, from 2013 to 2015; as
Director of Policy and Crisis Communications at Meta Platforms, Inc. (NASDAQ: META), a social media and technology company, from 2011
to 2013; as Global Communications Director at Bloomberg L.P., a global financial, data, and media company, from 2010 to 2011; and as a
Special Assistant to the President and Senior Advisor to the White House Chief of Staff during the Obama Administration from 2009 to 2010.
Earlier in her career, Ms. Feinberg served in various roles in the U.S. House of Representatives and U.S. Senate from 1999 to 2009. Ms.
Feinberg currently serves on the board of Rand Logistics, Inc., a marine transportation service provider operating in the Great Lakes,
since January 2023. Previously, she served on the board of directors of the Metropolitan Transportation Authority, a public transportation
operator throughout the New York City metropolitan area, from February 2019 to February 2020 and the National Railroad Passenger Corporation
(d/b/a Amtrak), the national passenger railroad company of the United States of America, from 2015 to 2017. Ms. Feinberg earned a B.A.
from Washington and Lee University.
We believe that Ms. Feinberg’s experience
in the transportation and governmental sectors, coupled with her extensive leadership and communications background, would make her a
valuable addition to the Board. |
|
Joshua Gotbaum
Age: 73
4139 Parkglen Court NW
Washington, DC 20007 |
Joshua Gotbaum currently serves as a Trustee and Director
of the Commonwealth of Puerto Rico Plan of Adjustment Pension Reserve Trust, a government investment fund, since June 2022; as Chair of
the Board of the Maryland Small Business Retirement Savings Program, Inc., a workplace savings program, since September 2016; as Chair
of the U.S. Executive Committee of the British-American Project, a fellowship of individuals that promote the relationship between The
United Kingdom and The United States of America, since December 2023; and as a Scholar in Residence of the Economic Studies Program at
the Brookings Institution, a research organization, since October 2014. Previously, Mr. Gotbaum served as the Director of the U.S.
Pension Benefit Guaranty Corporation, a U.S. federally chartered corporation that insures pension plans, from 2010 to 2014. Mr. Gotbaum
served as an Operating Partner at Blue Wolf Capital Partners, LLC, a private investment firm, from 2006 to 2010, where he also served
as a consultant from October 2017 to April 2018 and from July 2021 to December 2022. Prior to that, Mr. Gotbaum was a Co-Founder and Chairman
of Spotlight Analysis LLC, a political consulting firm, from 2006 to 2009; he served as the Chapter 11 Trustee of Hawaiian Airlines, Inc.
(NASDAQ: HA), a U.S. air carrier, from 2003 to 2005; and served as Chief Executive Officer of The September 11th Fund, a $500+
million charity, from 2001 to 2002. Mr. Gotbaum served in various positions in the U.S. government, including as Assistant Secretary for
Economic Security at the U.S. Department of Defense, a federal government agency, from 1994 to 1995, as Assistant Secretary for Economic
Policy at the U.S. Department of Treasury, the national treasury and finance department of the United States of America, from 1995 to
1997, and as Executive Associate Director & Controller at the U.S. Office of Management and Budget, a federal government agency, from
1997 to 2001. Earlier in his career, Mr. Gotbaum served as Partner and Managing Director of Lazard Inc. (NYSE: LAZ) (formerly Lazard Freres
& Co.), a financial services firm, from 1981 to 1994; his clients included British Airways, Air France, Eastern Air Lines, Braniff,
and PanAm, as well as the Air Line Pilots Association. Mr. Gotbaum has on multiple occasions served as an independent member of boards
of directors recruited to improve corporate governance; these include Thornburg Investment Management, Inc., a global asset management
firm, from June 2019 to February 2024; PulteGroup, Inc. (NYSE: PHM), a residential home-construction company, from 2016 to 2018; TD Bank,
N.A., a federally-chartered U.S. bank and subsidiary of Toronto Dominion Bank (NYSE: TD), from 2009 to 2010; and Safety-Kleen, Inc. (formerly,
NYSE: SK), a leading provider of parts-cleaning services, from 2003 to 2006. Mr. Gotbaum earned an A.B. from Stanford University, an M.P.P.
from The John F. Kennedy School of Government at Harvard University and a J.D. from Harvard Law School.
We believe that Mr. Gotbaum’s extensive
airline and other public and private sector leadership experience, coupled with his expertise in executing operational turnarounds and
labor experience, make him well qualified to serve on the Board. |
|
David Grissen
Age: 67
174 N Albemarle Street
McLean, Virginia 22101
|
David Grissen currently serves as Chairman
of the board of directors of Regis Corporation (NASDAQ: RGS), an American franchisor and owner of hair care salons, since November 2021,
where he also serves as a member of the Audit Committee and Nominating and Corporate Governance Committee and where he has served as a
director since 2013. Previously, Mr. Grissen served in various positions throughout his 36-year career at Marriott International, Inc.
(NASDAQ: MAR), a global operator, franchisor, and licensor of hotel, residential, and timeshare properties, from 1986 to 2021, and culminating
with his service as Group President, Americas, from 2012 to April 2021. Additionally, Mr. Grissen has served as a trustee of the board
of Chatham Lodging Trust (NYSE: CLDT), a real estate investment trust focused on investing in upscale, extended-stay hotels and premium-branded,
select-service hotels, since August 2021, and he has served as a member of the board of directors of WaterWalk International and Consolidated
Holdings, Inc., a hospitality brand associated with Wyndham Hotels & Resorts, Inc. (NYSE: WH), since March 2022. Mr. Grissen also
served on the board of Greenwood Racing, Inc, a casino, on-line betting and thoroughbred racing company based in Pennsylvania, from April
2021 to September 2023. Previously, Mr. Grissen served as a member of the board of directors of Good Times Restaurants Inc. (NASDAQ: GTIM),
an owner, operator, and franchisor of quick service restaurant chains, from 2005 to 2010. Mr. Grissen earned a B.A. from Michigan State
University and an M.B.A. from Loyola University Chicago.
We believe that Mr. Grissen’s considerable
leadership experience in the hospitality industry, combined with his extensive public company board experience, would make him a valuable
addition to the Board. |
Robert Milton
Age: 64
c/o RAM787, LLC
1317 Edgewater Dr., #722
Orlando, Florida 32804
|
Robert Milton has served as Lead Director of
Air Lease Corporation (NYSE: AL), an aircraft leasing company, since April 2010. Previously, Mr. Milton served as Chairman and Chief Executive
Officer of ACE Aviation Holdings Inc. (TSX: ACE), a Canadian holding company and the former parent company of Air Canada, from 2004 to
2012, and where he also served as President from 2004 to 2011. Mr. Milton served for 15 years in various roles of increasing responsibility
at Air Canada, an international airline and the largest airline in Canada, including Chairman from 1999 to 2007, President and Chief Executive
Officer, from 1999 to 2004, Chief Operating Officer from 1996 to 1999, Senior VP of Marketing and In-Flight Services from 1995 to 1996,
and VP of Scheduling and Product Management from 1993 to 1995. Previously, Mr. Milton served as a member of the board of directors of
Breeze Aviation Group, Inc., a U.S. airline carrier headquartered in Utah, from June 2020 to August 2024; Cathay Pacific Airways Limited
(HKSE: 0293.HK), an airline company based in Hong Kong, from May 2019 to May 2022; and United Airlines Holdings, Inc. (NASDAQ: UAL), a
U.S. based international airline carrier headquartered in Illinois, from April 2016 to April 2018. Mr. Milton is a trustee of the Georgia
Tech Foundation, a Director (Emeritus) of the Smithsonian Air and Space Museum and served as Chair of the International Air Transport
Association’s Board of Governors from 2005 to 2006. Mr. Milton received his B.S. in Industrial Management from the Georgia Institute
of Technology.
We believe that Mr. Milton’s extensive
airline industry knowledge and experience, along with his considerable public company board experience, will make him a valuable addition
to the Board. |
|
Gregg Saretsky
Age: 63
2925 165th Avenue SE
Bellevue, Washington 98008
|
Gregg Saretsky currently serves as a member
of the board of directors of InterGlobe Aviation Limited (NSE: INDIGO), India’s largest airline and low-cost carrier, since October
2020. From 2010 to 2018, Mr. Saretsky served as President and Chief Executive Officer of WestJet Airlines Ltd. (TSX: WJA) (“WestJet”),
an international airline that was subsequently acquired by Onex Corporation, a private equity firm. Mr. Saretsky joined WestJet’s
vacations division in 2009 and served as Executive Vice President of Operations at WestJet from 2009 to 2010. Prior to that, Mr. Saretsky
served in various positions at Alaska Air Group, Inc. (NYSE: ALK), a U.S.-based airline and airline holding company, where he served as
Executive Vice President of Flight Operations and Marketing from 2007 to 2008, Executive Vice President of Marketing and Planning from
2002 to 2007, Senior Vice President of Marketing and Planning from 2000 to 2002, and Vice President of Marketing and Planning from 1998
to 2000. Prior to that, Mr. Saretsky served in various executive roles at Canadian Airlines International Ltd., an international airline,
from 1985 to 1997, prior to its acquisition by Air Canada in 1999. Previously, Mr. Saretsky served as a member of the board of directors
of Sabre Corporation (NASDAQ: SABR), a software and technology company for the travel industry, from June 2020 until August 2024, and
as Chairman of the board of directors of Fort McMurray Wood Buffalo Economic Development & Tourism, an organization focused on regional
economic growth and tourism, from August 2018 to May 2024. Additionally, Mr. Saretsky has served on the advisory board of RECARO Holding
GmbH, a German Industrial Company, since October 2018. Mr. Saretsky earned a B.Sc. and an M.B.A. from the University of British Columbia.
We believe that Mr. Saretsky’s executive
level experience coupled with his deep airline industry experience and strong background in strategy and planning, would make him a valuable
addition to the Board. |
|
Patricia Watson
Age: 58
3201 Dallas Parkway
Frisco, Texas 75034
|
Patricia Watson currently serves as Executive
Vice President and Chief Information & Technology Officer of NCR Atleos Corporation (NYSE: NATL) (“NCR Atleos”), a financial
technology company, since October 2023. Prior to that, Ms. Watson served as Chief Information Officer of NCR Corporation (n/k/a NCR Voyix
Corporation (NYSE: VYX)), a commerce technology solutions company, from October 2022 until October 2023 when NCR Corporation completed
a spin-off transaction into two independent, publicly traded companies, one being NCR Atleos. Previously, Ms. Watson served as President
of Cloud Collaboration and President of Enterprise Collaboration of Intrado Corporation (formerly West Corporation), a privately held
telecommunications company, from January 2020 to June 2022; as the Global Chief Information Officer of Total System Services, Inc., a
financial technology company, from 2015 until December 2019, when it was acquired by Global Payments, Inc. (NYSE: GPN); and as Chief Information
Officer of The Brink’s Company (NYSE: BCO), a provider of security services to banks, retailers and governments, from 2013 to 2015.
Ms. Watson previously served in various executive roles at Bank of America Corporation (NYSE: BAC), a multi-national financial services
firm, from 1998 to 2013, including as a Technology Executive from 1998 to 2011, Senior Vice President and Enterprise Resiliency Executive
from 2008 to 2011 and Senior Technology Executive from 2011 to 2013. Ms. Watson began her career in the United States Air Force in 1988,
where she served in various roles, including as an Executive Staff Officer, Flight Commander and Director of Operations, ultimately rising
to the rank of Captain. Additionally, Ms. Watson currently serves as a member of the board of directors of Rockwell Automation, Inc. (NYSE:
ROK), an industrial automation and digital transformation technologies company, since 2017, and where she also currently serves as Chair
of the Compensation Committee. Previously, Ms. Watson served on board of USAA Federal Savings Bank, a full-service Bank, from September
2020 to February 2023 and Texas Capital Bank, Inc. (NASDAQ: TCBI), a financial services firm, from February 2016 to October 2020. Ms.
Watson earned a B.A. from St. Mary’s College and an M.B.A. from the University of Dayton.
We believe that Ms. Watson’s technology,
cyber security and risk management experience, coupled with her extensive executive leadership and aircraft acquisition and systems experience,
would make her a valuable addition to the Board. |
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, 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. As of the date hereof, Mr. Grissen does not beneficially own any shares of Common Stock.
The shares of Common Stock
purchased by Messrs. Cawley, Cush, Gotbaum, Milton and Saretsky, and Ms. Feinberg were purchased with personal funds. The shares of Common
Stock beneficially owned directly by Ms. Watson were purchased with personal funds and the shares of Common Stock beneficially owned directly
by Ms. Watson’s spouse were purchased through his participation in the Company’s Amended and Restated 1991 Employee Stock
Purchase Plan (the “ESPP”).
As of the date hereof, none
of the Nominees, other than Messrs. Cawley, Cush, Gotbaum, Milton and Saretsky, and Mses. Feinberg and Watson, beneficially owns any securities
of the Company and none of the Nominees, other than Messrs. Cawley, Cush, Gotbaum, Milton and Saretsky and Mses. Feinberg and Watson,
has entered into any transactions in the securities of the Company during the past two years. As of the date hereof, Mr. Grissen has not
entered into any transactions in securities of the Company during the past two years. For information regarding purchases and sales of
securities of the Company during the past two years by each of the Participants, please see Schedule I.
Each of the Nominees, other
than Mr. Cawley, is a citizen of the United States of America. Mr. Cawley is a citizen of Ireland. Mr. Milton is a citizen of the
United States of America, Canada, and the United Kingdom. Mr. Saretsky is a citizen of the United States of America and Canada.
Each Nominee may be deemed
to be a member of a “group” with the other Participants for the purposes of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and such group may be deemed to beneficially own the 61,179,691 shares of Common
Stock beneficially owned in the aggregate by all of the Participants. Each Nominee disclaims beneficial ownership of the shares of Common
Stock that he or she does not directly own.
Elliott Associates and
Elliott International have entered into an Engagement and Indemnification Agreement with each of the Nominees (collectively, the “Nominee
Agreements”), pursuant to which, in consideration for such Nominee’s agreement to serve as a nominee, Elliott Associates and
Elliott International agreed to pay such Nominee $75,000 upon the provision by such Nominee of all information requested in connection
with the nomination and an additional $75,000 if such Nominee is elected or appointed to the Board resulting from a nomination or appointment
approved by Elliott Associates and Elliott International or a written agreement between Elliott Associates and Elliott International and
the Company, with such amount deemed payable to such Nominee effective prior to such Nominee’s election or appointment to the Board.
Pursuant to the Nominee Agreements, each such Nominee also agreed that, if such Nominee is elected or appointed to the Board, such Nominee
will use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Company.
Further, pursuant to the Nominee Agreements, Elliott Associates and Elliott International agreed to indemnify each such Nominee against
claims arising from the solicitation of proxies from the Company’s shareholders in connection with the Special Meeting and any related
matters; provided that the indemnification obligations will not apply to any event or occurrence relating to or directly or indirectly
arising out of such Nominee’s service as a director of the Company, if elected. Each Nominee additionally agreed pursuant to the
Nominee Agreements to not acquire or dispose of any securities of the Company prior to such Nominee’s election or appointment to
the Board without the prior written consent of Elliott Associates and Elliott International.
Each of the Nominees has
consented to being named as a nominee, being named as a nominee of Elliott Associates in any proxy statement relating to the Special Meeting
and serving as a director of the Company if elected (collectively, the “Consents”).
Each of the Nominees has
granted Elliot Greenberg, a representative of Elliott Associates, a power of attorney to execute certain SEC filings and other documents
in connection with the solicitation of proxies at the Special Meeting (collectively, the “POAs”).
On August 13, 2024, Elliott
Investment Management L.P. (“EIM”) and the Nominees entered into a Joint Filing Agreement in which, among other things the
parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to
the securities of the Company.
Ms. Watson’s spouse
is employed by the Company and currently serves as a pilot. Ms. Watson’s spouse receives compensation from the Company on a monthly
basis based on the number of flights he makes for the Company, which may vary from month to month. In connection with his employment by
the Company in fiscal year 2023, Ms. Watson’s spouse received aggregate compensation from the Company equal to approximately $230,000.
Ms. Watson’s spouse also previously participated in the ESPP.
Other than as disclosed
herein, there are no arrangements or understandings between Elliott Associates, Elliott International, and the other Participants or any
other person or persons pursuant to which the nomination of the Nominees described herein is to be made, other than the consent by each
of the Nominees to be named in this Proxy Statement and to serve as a director of the Company if elected as such at the Special Meeting.
None of the Nominees is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or
any of its subsidiaries in any material pending legal proceedings.
If the Nominees elected
through the Director Election Proposal constitute a majority of the Board, then a change of control of the Board may be deemed to have
occurred under certain of the Company’s material agreements and contracts. According to the Company’s proxy statement and
based on a review of the Company’s material agreements and contracts, such a change of control may trigger certain change of control
provisions or payments contained therein as described below.
Based on a review of the
Company’s publicly available material contracts and agreements, such a change of control may trigger certain change of control provisions
or payments in the following of the Company’s material contracts and agreements: (i) the Amended and Restated Executive Service
Recognition Plan Executive Employment Agreements, entered into by the Company with all officers of the Company6
(the “Employment Agreements”); (ii) the Deferred Compensation Plan for Senior Leadership and Non-Employee Members of the Board
(the “Deferred Compensation Plan”); and (iii) certain indemnification agreements between the Company and directors of the
Company (the “Indemnification Agreements”, and together with the Employment Agreements and the Deferred Compensation Plan,
the “Material Agreements”).
Pursuant to the Employment
Agreements, in the event of an executive’s termination other than for “Cause” or “Disability”, or the executive’s
resignation for “Good Reason”, in the 12-month period following a “Change of Control” (each as defined in the
Employment Agreements), such executive is entitled to maximum incremental benefits approximately equal to (i) one year of salary and (ii)
two years of bonus. The change of control benefits are “double trigger”, in that they require both a Change of Control and
termination of the executive’s employment during the following 12-month period to result in a payout.
Under the Deferred Compensation
Plan, the Company may terminate and liquidate the Deferred Compensation Plan within the 30 days preceding or the 12 months following a
change of control within the meaning of Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. All participants
in the Deferred Compensation Plan will be required to receive all amounts of deferred compensation under the Deferred Compensation Plan
and any other Aggregated Plans (as defined in the Deferred Compensation Plan) within 12 months after termination and liquidation the Deferred
Compensation Plan and such other Aggregated Plans.
Under the Indemnification
Agreements, the Company becomes subject to certain obligations to the indemnitee relating to indemnification upon the occurrence of a
“Potential Change in Control” or a “Change in Control” (each as defined in the Indemnification Agreements), including
without limitation a requirement that, if the indemnitee ceases to be a director in connection with or during the one-year period following
a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering the
indemnitee and lasting for a period of six years after the indemnitee ceases to be a director.
Elliott believes that each
Nominee presently is, and if elected as a director of the Company, would qualify as an “independent director” within the meaning
of (i) applicable New York Stock Exchange (“NYSE”) listing standards applicable to board composition and (ii) Section
301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the foregoing, Elliott acknowledges that no director of a NYSE listed company qualifies
as “independent” under the NYSE listing standards unless the board of directors affirmatively determines that such director
is independent under such standards. Accordingly, Elliott acknowledges that if any Nominee is elected, the determination of the Nominee’s
independence under the NYSE listing standards ultimately rests with the judgment and discretion of the Board. No Nominee is a member of
the Company’s compensation, nominating or audit committee that is not independent under any such committee’s applicable independence
standards.
6 According to the Company’s proxy statement relating to its 2024 annual meeting of shareholders.
Except as otherwise set
forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Nominee has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); (ii) no Nominee directly or indirectly beneficially owns any securities
of the Company; (iii) no Nominee owns any securities of the Company which are owned of record but not beneficially; (iv) no Nominee has
purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities
of the Company owned by any Nominee is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such
securities; (vi) no Nominee is, or within the past year was, a party to any contracts, arrangements or understandings with any person
with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate
of any Nominee owns beneficially, directly or indirectly, any securities of the Company; (viii) no Nominee owns beneficially, directly
or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Nominee or any of his or her associates or immediate
family members was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal
year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries
was or is to be a party, in which the amount involved exceeds $120,000; (x) no Nominee or any of his or her associates has any arrangement
or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future
transactions to which the Company or any of its affiliates will or may be a party; (xi) no Nominee has a substantial interest, direct
or indirect, by securities holdings or otherwise in any matter to be acted on at the Special Meeting; (xii) no Nominee holds any positions
or offices with the Company; (xiii) no Nominee has a family relationship with any director, executive officer, or person nominated or
chosen by the Company to become a director or executive officer; (xiv) no companies or organizations, with which any of the Nominees has
been employed in the past five years, is a parent, subsidiary or other affiliate of the Company; and (xv) there are no material proceedings
to which any Nominee or any of his or her associates is a party adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries. Except as disclosed herein, with respect to each of the Nominees, (a) none of the events
enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act (“Regulation S-K”) occurred during the past 10 years,
(b) there are no relationships involving any Nominee or any of such Nominee’s associates that would have required disclosure under
Item 407(e)(4) of Regulation S-K had such Nominee been a director of the Company, and (c) none of the Nominees nor any of their associates
has received any fees earned or paid in cash, stock awards, option awards, non-equity incentive plan compensation, changes in pension
value or nonqualified deferred compensation earnings or any other compensation from the Company during the Company’s last completed
fiscal year, or was subject to any other compensation arrangement described in Item 402 of Regulation S-K.
The Nominees, if elected
at the Special Meeting, would hold office until the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”)
or until their respective successors have been duly elected and qualified. Each of the Nominees has consented to being named as a nominee
in this Proxy Statement and, if elected, to serving as a director of the Company.
In addition, each of the
Nominees understands that, if elected as a director of the Company, each Nominee would have an obligation to act in the best interests
of the Company and the shareholders in accordance with his or her duties as a director. The nomination of the Nominees was made in a timely
manner and in compliance with the applicable provisions of the Company’s governing instruments.
We do not expect that the
Nominees will be unable to stand for election, but, in the event any Nominee is unable to serve or for good cause will not serve, the
shares of Common Stock represented by the enclosed GOLD proxy card will be voted for substitute nominee(s), to the extent this
is not prohibited under the Bylaws and applicable law. In addition, we reserve the right to nominate substitute person(s) if the Company
makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect
of disqualifying any Nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, we would identify
and properly nominate such substitute nominee(s) in accordance with the Bylaws and the shares of Common Stock represented by the enclosed
GOLD proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent
this is not prohibited under the Bylaws and applicable law, if the Company increases the size of the Board above its existing size or
increases the number of directors that may be elected to the Board at the Special Meeting.
While we currently intend
to vote all of the Elliott Group Shares in favor of the election of the Nominees, we reserve the right to vote some or all of the Elliott
Group Shares as we see fit, in order to achieve a Board composition that we believe is in the best interest of all shareholders. We would
only intend to vote some or all of the Elliott Group Shares in a different manner than what we are otherwise recommending in the event
it were to become apparent to us, based on the projected voting results at such time, that less than all of the Nominees would be elected
at the Special Meeting and that by voting the Elliott Group Shares in a different manner we could help achieve a Board composition that
we believe is in the best interest of all shareholders. Shareholders should understand that all shares of Common Stock represented by
the enclosed GOLD proxy card will be voted at the Special Meeting as marked.
WE STRONGLY URGE YOU TO
VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES ON THE ENCLOSED GOLD PROXY CARD
SOLICITATION OF PROXIES
Proxies may be solicited
by mail, facsimile, telephone, electronic mail, in person and by advertisements. Solicitations may also be made by certain of the respective
directors, officers, members and employees of Elliott, none of whom will, except as described elsewhere in this Proxy Statement, receive
additional compensation for such solicitation. The Nominees may make solicitations of proxies but, except as described herein, will not
receive compensation for acting as nominees.
We have retained Okapi
Partners for solicitation and advisory services in connection with solicitations relating to the Special Meeting. Okapi Partners has earned
fees of $________ through the date of this proxy statement, applicable toward the final fee to be mutually agreed upon by Elliott and
Okapi Partners and reimbursement of reasonable out-of-pocket expenses for its services to Elliott in connection with the solicitation.
Approximately ___ people may be employed by Okapi Partners to solicit proxies from the Company’s shareholders for the Special Meeting.
Elliott has agreed to indemnify Okapi Partners in its capacity as solicitation agent against certain liabilities and expenses in connection
with the solicitation. Arrangements will also be made with custodians, nominees and fiduciaries for forwarding proxy solicitation materials
to beneficial owners of Common Stock held as of the Record Date. Elliott will reimburse such custodians, nominees and fiduciaries for
reasonable expenses incurred in connection herewith. In addition, directors, officers, members and certain other employees of Elliott
and its affiliates may solicit proxies as part of their duties in the normal course of their employment without any additional compensation.
Elliott will pay all costs
of the solicitation of proxies on behalf of Elliott and the other participants described in this Proxy Statement for the Special Meeting.
Elliott does not intend to seek reimbursement of those costs from the Company. The expenses incurred by Elliott or on Elliott’s
behalf to date in furtherance of, or in connection with, the solicitation of proxies for the Special Meeting is $______ and Elliott anticipates
that its total expenses will be approximately $______. The actual amount could be higher or lower depending on the facts and circumstances
arising in connection with any such solicitation.
ADDITIONAL PARTICIPANT
INFORMATION
The “Participants”
in the proxy solicitation are EIM, Elliott Associates, Elliott International, Liverpool, Elliott Investment Management GP LLC (“EIM
GP”), Paul E. Singer (“Singer”) and the Nominees (each a “Participant” and, collectively, the “Participants”).
The principal businesses
of each of Elliott Associates, Elliott Internation and Liverpool is to purchase, sell, trade and invest in securities. The principal business
of EIM is to act as the investment manager for Elliott Associates and Elliott International. The principal business of EIM GP is to serve
as the general partner of EIM. Mr. Singer’s principal occupation is to serve as President, Co-Chief Executive Officer and Co-Chief
Investment Officer of EIM.
The business address of
EIM is 360 S. Rosemary Ave., 18th Floor, West Palm Beach, Florida 33401. The business address of each of Elliott Associates,
Elliott International, Liverpool, EIM GP and Mr. Singer is c/o Elliott Investment Management L.P., 360 S. Rosemary Ave., 18th
Floor, West Palm Beach, Florida 33401.
As of the date hereof,
Elliott has combined economic exposure in the Company of approximately 11.0% of the shares of its Common Stock outstanding. EIM, acting
as the investment manager to each of Elliott Associates and Elliott International, beneficial owns the 61,116,500 shares of Common Stock
held by Elliott Associates (itself and through Liverpool) and Elliott International. EIM GP, as the sole general partner of EIM, may be
deemed the beneficial owner of the 61,116,500 shares of Common Stock held, in the aggregate, by Elliott Associates (itself and through
Liverpool) and Elliott International. Singer, as the sole managing member of EIM GP, may be deemed the beneficial owner of the 61,116,500
shares of Common Stock held, in the aggregate, by Elliott Associates (itself and through Liverpool) and Elliott International.
Elliott Associates (itself
and through Liverpool) and Elliott International have entered into certain notional principal amount derivative agreements in the form
of cash settled swaps with respect to an aggregate of 1,538,560 and 3,269,440 shares of Common Stock, respectively (the “Derivative
Agreements”). The Derivative Agreements have reference prices ranging from $26.73 to $26.94, and shall continue until terminated
as elected by the parties and currently have an initial reference termination date of March 27, 2028. The Derivative Agreements provide
Elliott Associates (itself and through Liverpool) and Elliott International with economic results that are comparable to the economic
results of ownership of, but do not provide them or any other Participant with the power to vote or direct the voting or dispose of or
direct the disposition of, call for the delivery of or otherwise exercise any rights in respect of, the shares that are referenced in
the Derivative Agreements (such shares, the “Subject Shares”). Each of Elliott Associates, Elliott International and the other
Participants disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third-party
financial institutions.
The shares of Common Stock
purchased by each of Elliott Associates (itself and through Liverpool) and Elliott International were purchased with working capital,
which includes purchases effected through margin accounts maintained for each of Elliott Associates and Elliott International with prime
brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal
margin regulations, stock exchange rules and such firms’ credit policies. Since other securities may be held in such margin accounts,
it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock held by each of Elliott
Associates (itself and through Liverpool) and Elliott International. As of the date of this Proxy Statement and through the Special Meeting,
none of the shares of Common Stock owned by Elliott Associates, Elliott International or Liverpool are or will be held in margin accounts
or pledged as collateral security for the repayment of debit balances in such accounts.
Each Participant may be
deemed to be a member of a “group” with the other Participants for the purposes of Section 13(d)(3) of the Exchange Act, and
such group may be deemed to beneficially own the 61,179,691 shares of Common Stock beneficially owned in the aggregate by all of the Participants.
Each Participant disclaims beneficial ownership of the shares of Common Stock that he, she or it does not directly own. For information
regarding transactions in securities of the Company during the past two years by the Participants, please see Schedule I attached
hereto.
Except as otherwise set forth
in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Participant has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities
of the Company; (iii) no Participant owns any securities of the Company which are owned of record but not beneficially; (iv) no Participant
has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the
securities of the Company owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring
or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings
with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies;
(vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Participant
owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Participant or any of his,
her or its associates or immediate family members was a party to any transaction, or series of similar transactions, since the beginning
of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which
the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any
of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company
or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi)
no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the
Special Meeting; (xii) no Participant holds any positions or offices with the Company; (xiii) no Participant has a family relationship
with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer; and (xiv)
no companies or organizations, with which any of the Participants has been employed in the past five years, is a parent, subsidiary or
other affiliate of the Company. There are no material proceedings to which any Participant or any of his, her or its associates is a party
adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
There are no material proceedings to which any
Participant or any of his, her or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries. With respect to each of the Participants, none of the events enumerated in Item 401(f)(1)-(8)
of Regulation S-K of the Exchange Act occurred during the past 10 years.
OTHER MATTERS AND CERTAIN
ADDITIONAL INFORMATION
Elliott is unaware of any
other matters to be considered at the Special Meeting. However, should other matters, which Elliott is not aware of a reasonable time
before this solicitation, be brought before the Special Meeting, the persons named as proxies on the enclosed GOLD proxy card will
vote on such matters in their discretion.
Some banks, brokers and
other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This
means that only one copy of this Proxy Statement may have been sent to multiple shareholders in your household. Elliott will promptly
deliver a separate copy of the document to you if you contact our proxy solicitor, Okapi Partners, at the following address or phone number:
1212 Avenue of the Americas, 17th Floor, New York, NY 10036, or call toll free at (877) 629-6357. If you want to receive separate
copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your
household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address
and phone number.
The information concerning
the Company and the proposals in the Company’s proxy statement contained in this Proxy Statement has been taken from, or is based
upon, publicly available documents on file with the SEC and other publicly available information. Although we have no knowledge that would
indicate that statements relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are
inaccurate or incomplete, to date we have not had access to the books and records of the Company, were not involved in the preparation
of such information and statements and are not in a position to verify such information and statements. All information relating to any
person other than the Participants is given only to the knowledge of Elliott.
This Proxy Statement is
dated ___________, 2024. You should not assume that the information contained in this Proxy Statement is accurate as of any date other
than such date, and the mailing of this Proxy Statement to shareholders shall not create any implication to the contrary.
SHAREHOLDER PROPOSALS
According to the Company’s
proxy statement in connection with the 2024 annual meeting of shareholders, if you wish to submit a proposal for inclusion in the Company’s
proxy statement and proxy relating to the 2025 Annual Meeting, you must comply with and follow the procedures required by Rule 14a-8 under
the Exchange Act and must forward that proposal to Southwest Airlines Co., Attn: Corporate Secretary, Legal Department, HDK-4GC, P.O.
Box 36611, Dallas, Texas 75235, so that the Corporate Secretary receives it no later than December 6, 2024.
According to the Company’s
proxy statement, the Bylaws provide that, if you wish to submit a proposal or director nomination that is not intended to be included
in the Company’s proxy statement, to be properly and timely submitted, the proposal or director nomination must be received by the
Corporate Secretary of the Company at the principal office of the Company no earlier than February 14, 2025, and no later than the close
of business on March 16, 2025. If the date of the 2025 Annual Meeting is more than 30 days before, or more than 60 days after, May 15,
2025, to be properly brought, notice must be received no later than the close of business on the 90th day prior to the date of the meeting
and no earlier than the close of business on the 120th day prior to the annual meeting, or, the 10th day following the day on which public
announcement of the date of the meeting is first made by the Company, if such first public announcement of the date of the meeting is
less than 100 days prior to the date of the meeting. Any shareholder proposal or nomination must contain the information specified in
the Bylaws concerning the matter to be brought before the meeting or the person to be nominated and the shareholder submitting the proposal.
The Bylaws allow for proxy
access, which allows a shareholder, or a group of up to 20 shareholders, that has continuously owned for three years or more at least
3% of the Company’s outstanding Common Stock, to nominate and include in the Company’s proxy statement for each annual meeting
of shareholders their own qualifying director nominees constituting up to the greater of two or 20% of the number of directors then serving
on the Board (subject to certain limitations as set forth in the Bylaws). Each of the Board or the chair of any annual meeting of shareholders
shall have the power to determine whether a director nominee has been validly nominated in accordance with the requirements of the proxy
access provision in the Bylaws. Notice of director nominees submitted under the proxy access provision must include the information required
under the Bylaws and must be delivered to the Secretary of the Company at the Company’s principal office at Southwest Airlines Co.,
Attn: Corporate Secretary, Legal Department, HDK-4GC, P.O. Box 36611, Dallas, Texas 75235 no earlier than the close of business on November
6, 2024 and no later than the close of business on December 6, 2024, unless the date of the 2025 Annual Meeting is more than 30 days before
or more than 60 days after the first anniversary date of the preceding year’s annual meeting of shareholders, in which case such
notice must be received by the Company’s Corporate Secretary by the close of business on the later of the 180th day prior to the
2025 Annual Meeting or the close of business on the 10th day following the day on which public announcement of the date of the 2025 Annual
Meeting is first made. The foregoing description of the shareholder proxy access provision included in the Bylaws does not purport to
be complete and is qualified in its entirety by reference to the Company’s proxy statement and the Bylaws.
In addition to satisfying
the requirements under the Bylaws, to comply with the universal proxy rules under the Exchange Act, any stockholder who intends to solicit
proxies in support of director nominees other than the Company’s nominees at the 2025 Annual Meeting must provide written notice
that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 16, 2025.
The information set forth
above regarding the procedures for submitting shareholder proposals for consideration at the 2025 Annual Meeting is based on information
contained in the Company’s proxy statement and the Bylaws. The incorporation of this information in this Proxy Statement should
not be construed as an admission by any of the participants that such procedures are legal, valid or binding.
INCORPORATION BY REFERENCE
WE HAVE OMITTED FROM THIS PROXY
STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING
TO THE SPECIAL MEETING BASED ON OUR RELIANCE ON RULE 14A-5(C) UNDER THE EXCHANGE ACT. THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER
THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS, AND OTHER IMPORTANT INFORMATION. STOCKHOLDERS ARE DIRECTED
TO REFER TO THE COMPANY’S PROXY STATEMENT FOR THE FOREGOING INFORMATION. STOCKHOLDERS CAN ACCESS THE COMPANY’S PROXY STATEMENT
AND OTHER RELEVANT DOCUMENTS DISCLOSING THIS INFORMATION, WITHOUT COST, ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
SEE SCHEDULE II FOR INFORMATION
REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE
COMPANY.
The information concerning the
Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available
documents on file with the SEC and other publicly available information. Although we have no knowledge that would indicate that statements
relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete,
to date we have not had access to the books and records of the Company, were not involved in the preparation of such information and statements
and are not in a position to verify such information and statements.
Your vote is important. No matter how many or how
few shares of Common Stock you own, please vote “FOR” each of the Proposals by following the instructions on the enclosed
GOLD proxy card.
|
____________, 2024 |
|
|
|
|
|
ELLIOTT INVESTMENT MANAGEMENT L.P. |
SCHEDULE I
TRANSACTIONS IN SECURITIES OF THE COMPANY
DURING THE PAST TWO YEARS
Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Date of
Purchase/Sale |
ELLIOTT ASSOCIATES, L.P.
Purchase of Common Stock |
224,000 |
07/12/2024 |
Purchase of Common Stock |
352,000 |
08/07/2024 |
Purchase of Common Stock |
400,000 |
08/08/2024 |
Acquisition of Common Stock |
3,567,3601 |
08/09/2024 |
Purchase of Common Stock |
400,000 |
08/09/2024 |
Purchase of Common Stock |
480,000 |
08/12/2024 |
Purchase of Common Stock |
128,000 |
08/13/2024 |
Purchase of Common Stock |
400,000 |
08/14/2024 |
Purchase of Common Stock |
368,000 |
08/15/2024 |
Purchase of Common Stock |
288,000 |
08/16/2024 |
Purchase of Common Stock |
256,000 |
08/19/2024 |
Purchase of Common Stock |
336,000 |
08/20/2024 |
Purchase of Common Stock |
304,000 |
08/21/2024 |
Purchase of Common Stock |
512,000 |
08/22/2024 |
Purchase of Common Stock |
460,800 |
08/23/2024 |
Purchase of Common Stock |
392,960 |
08/26/2024 |
Purchase of Common Stock |
576,000 |
08/27/2024 |
ELLIOTT ASSOCIATES, L.P.
(Through the Liverpool Limited Partnership)
Acquisition of Common Stock |
1,920,0001 |
06/03/2024 |
Purchase of Common Stock |
336,000 |
07/11/2024 |
Purchase of Common Stock |
240,000 |
07/15/2024 |
Purchase of Common Stock |
192,000 |
07/16/2024 |
Purchase of Common Stock |
128,000 |
07/16/2024 |
Purchase of Common Stock |
160,000 |
07/17/2024 |
Purchase of Common Stock |
128,000 |
07/17/2024 |
Purchase of Common Stock |
160,000 |
07/18/2024 |
Purchase of Common Stock |
512,000 |
07/29/2024 |
Purchase of Common Stock |
720,000 |
07/30/2024 |
Purchase of Common Stock |
800,000 |
07/31/2024 |
Purchase of Common Stock |
656,000 |
08/01/2024 |
Purchase of Common Stock |
720,000 |
08/02/2024 |
Purchase of Common Stock |
560,000 |
08/05/2024 |
Purchase of Common Stock |
480,000 |
08/06/2024 |
Acquisition of Common Stock |
2,400,1601 |
08/09/2024 |
ELLIOTT INTERNATIONAL, L.P.
Acquisition of Common Stock |
4,080,0001 |
06/03/2024 |
Purchase of Common Stock |
714,000 |
07/11/2024 |
Purchase of Common Stock |
476,000 |
07/12/2024 |
Purchase of Common Stock |
510,000 |
07/15/2024 |
Purchase of Common Stock |
680,000 |
07/16/2024 |
Purchase of Common Stock |
612,000 |
07/17/2024 |
Purchase of Common Stock |
340,000 |
07/18/2024 |
Purchase of Common Stock |
1,088,000 |
07/29/2024 |
Purchase of Common Stock |
1,530,000 |
07/30/2024 |
Purchase of Common Stock |
1,700,000 |
07/31/2024 |
Purchase of Common Stock |
1,394,000 |
08/01/2024 |
Purchase of Common Stock |
1,530,000 |
08/02/2024 |
Purchase of Common Stock |
1,190,000 |
08/05/2024 |
Purchase of Common Stock |
1,020,000 |
08/06/2024 |
Purchase of Common Stock |
748,000 |
08/07/2024 |
Purchase of Common Stock |
850,000 |
08/08/2024 |
Acquisition of Common Stock |
12,680,9801 |
08/09/2024 |
Purchase of Common Stock |
850,000 |
08/09/2024 |
Purchase of Common Stock |
1,020,000 |
08/12/2024 |
Purchase of Common Stock |
272,000 |
08/13/2024 |
Purchase of Common Stock |
850,000 |
08/14/2024 |
Purchase of Common Stock |
782,000 |
08/15/2024 |
Purchase of Common Stock |
612,000 |
08/16/2024 |
Purchase of Common Stock |
544,000 |
08/19/2024 |
Purchase of Common Stock |
714,000 |
08/20/2024 |
Purchase of Common Stock |
646,000 |
08/21/2024 |
Purchase of Common Stock |
1,088,000 |
08/22/2024 |
Purchase of Common Stock |
979,200 |
08/23/2024 |
Purchase of Common Stock |
835,040 |
08/26/2024 |
Purchase of Common Stock |
1,224,000 |
08/27/2024 |
MICHAEL CAWLEY
Purchase of Common Stock |
19,765 |
08/09/2024 |
DAVID CUSH
Purchase of Common Stock |
10,000 |
08/09/2024 |
SARAH FEINBERG
Purchase of Common Stock |
2,800 |
08/09/2024 |
JOSHUA GOTBAUM
Purchase of Common Stock |
19,162 |
08/09/2024 |
ROBERT MILTON
Purchase of Common Stock |
700 |
06/10/2024 |
GREGG SARETSKY
Purchase of Common Stock |
4,000 |
08/09/2024 |
PATRICIA WATSON
Purchase of Common Stock |
35.6122 |
09/30/2022 |
Purchase of Common Stock |
30.7412 |
10/31/2022 |
Purchase of Common Stock |
28.2172 |
11/30/2022 |
Purchase of Common Stock |
66.3572 |
12/30/2022 |
Purchase of Common Stock |
62.0932 |
01/31/2023 |
Purchase of Common Stock |
66.0282 |
02/28/2023 |
Purchase of Common Stock |
68.7522 |
03/31/2023 |
Purchase of Common Stock |
73.9372 |
04/28/2023 |
Purchase of Common Stock |
74.3492 |
05/31/2023 |
Purchase of Common Stock |
61.6142 |
06/30/2023 |
Purchase of Common Stock |
65.4242 |
07/31/2023 |
Purchase of Common Stock |
17.5752 |
08/31/2023 |
Purchase of Common Stock |
20.4162 |
09/29/2023 |
Purchase of Common Stock |
25.0122 |
10/31/2023 |
Purchase of Common Stock |
43.8212 |
11/30/2023 |
Purchase of Common Stock |
38.2412 |
12/29/2023 |
Purchase of Common Stock |
18.5742 |
01/31/2024 |
Purchase of Common Stock |
16.0872 |
02/29/2024 |
Purchase of Common Stock |
9.4732 |
03/28/2024 |
Purchase of Common Stock |
10.582 |
04/30/2024 |
Purchase of Common Stock |
10.4732 |
05/31/2024 |
Purchase of Common Stock |
39.1242 |
06/28/2024 |
Purchase of Common Stock |
61.12 |
07/31/2024 |
Purchase of Common Stock |
3,964 |
08/09/2024 |
Purchase of Common Stock |
57.1862 |
08/30/2024 |
1 Represents the settlement of notional principal amount derivative agreements in the form of physically settled swaps.
2 Represents shares of Common Stock purchased by Ms. Watson’s spouse through the ESPP.
SCHEDULE II
As of the date of this
preliminary proxy statement, the Company has not yet filed its proxy statement for the Special Meeting with the SEC. Once the Company
files its proxy statement, we intend to revise this preliminary proxy statement with the SEC to include information regarding persons
who beneficially own more than 5% of the Common Stock and the ownership of Common Stock by the Company’s directors and officers,
which we anticipate will be disclosed in the Company’s proxy statement.
IMPORTANT
Tell the Board what you
think! Your vote is important. No matter how many shares of Common Stock you own, please vote “FOR” each of the Proposals
on the enclosed GOLD proxy card by Internet, by phone or by signing, dating and returning on the enclosed GOLD proxy card.
Please refer to the enclosed GOLD proxy card for instructions on how to vote.
If any of your shares of
Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common
Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by
toll-free telephone or by the internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may
also vote by signing, dating and returning the enclosed voting form.
If you have any questions
or require any additional information concerning this Proxy Statement, please contact Okapi Partners at the address set forth below.
1212 Avenue of the Americas, 17th
Floor
New York, NY 10036
Banks and Brokerage Firms, Please
Call: (212) 297-0720
Shareholders and All Others Call
Toll-Free: (877) 629-6357
E-mail: info@okapipartners.com
GOLD PROXY CARD
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED OCTOBER 15, 2024
SOUTHWEST AIRLINES CO.
SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF ELLIOTT
INVESTMENT MANAGEMENT L.P. AND THE OTHER PARTICIPANTS IN ITS SOLICITATION
THE BOARD OF DIRECTORS OF SOUTHWEST AIRLINES
CO.
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned hereby
appoints __________, and each of them, attorneys and agents with full power of substitution to vote all shares of common stock of Southwest
Airlines Co., a Texas corporation (“Southwest” or the “Company”), which the undersigned would be entitled to vote
if personally present at the special meeting of shareholders of the Company to be held on such date, and at such time and place, to be
determined by the Company (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Special
Meeting”) and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present
at the meeting, as specified below.
The undersigned hereby
revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the
undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may
lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the
herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Special Meeting
that are unknown to Elliott Investment Management L.P. (together with the other participants in its solicitation, “Elliott”)
a reasonable time before this solicitation.
THIS PROXY WILL BE VOTED
AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL
1, “FOR” THE REMOVAL OF EACH OF THE INCUMBENT DIRECTORS SPECIFIED IN PROPOSAL 2, AND “FOR” THE ELECTION OF EACH
OF THE ELLIOTT NOMINEES SPECIFIED IN PROPOSAL 3.
This Proxy will be valid
until the completion of the Special Meeting. This Proxy will only be valid in connection with Elliott’s solicitation of proxies
for the Special Meeting.
IMPORTANT: PLEASE VOTE THIS PROXY CARD
TODAY!
YOUR VOTE IS IMPORTANT!
Please vote
your shares of Southwest common stock at the Special Meeting
YOU CAN VOTE TODAY USING ANY OF THE FOLLOWING
METHODS:
Submit
your GOLD proxy by Internet. Please access
______________ using a computer or a smartphone or by scanning the unique QR code containing your unique control number provided in your
GOLD proxy card with your smartphone camera. Then, simply follow the easy instructions on the
voting site. If you access ______________ without scanning a QR code, you will be required to provide the unique control number printed
below.
Submit
your GOLD proxy by Phone. Please call toll-free
in the U.S. or Canada at __________________ on a touch-tone telephone. You will be required to provide the unique control number printed
below.
CONTROL NUMBER:
__________________
You may
vote by telephone or Internet 24 hours a day, 7 days a week. Your telephone or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you had marked, signed, dated and returned the GOLD proxy card.
Submit
your GOLD proxy by Mail. Please sign, date
and return the GOLD proxy card in the envelope provided to: _________________.
TO VOTE BY
MAIL, PLEASE SIGN, DATE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED
[X] Please mark vote as in this example
ELLIOTT STRONGLY RECOMMENDS THAT SHAREHOLDERS
VOTE “FOR” PROPOSAL 1, “FOR” THE REMOVAL OF EACH OF THE INCUMBENT DIRECTORS SPECIFIED IN PROPOSAL 2, AND
“FOR” THE ELECTION OF EACH OF THE ELLIOTT NOMINEES SPECIFIED IN PROPOSAL 3.
| 1. | Elliott’s proposal to repeal each provision of, or amendment to, the Company’s Fourth Amended and Restated Bylaws adopted
by the Board without the approval of the shareholders of the Company after February 2, 2024 and up to and including the date of the Special
Meeting. |
|
☐ FOR |
☐ AGAINST |
☐
ABSTAIN |
| 2. | Elliott’s proposal to remove from the Company’s Board of Directors Douglas H. Brooks, Eduardo F. Conrado, William H. Cunningham,
Thomas W. Gilligan, David P. Hess, Gary C. Kelly, Elaine Mendoza and Jill A. Soltau, as well as any other person or persons elected or
appointed to the Board without shareholder approval after September 26, 2024 and up to and including the date of the Special Meeting (other
than any Nominee listed below), effective immediately. |
INCUMBENT DIRECTORS |
FOR REMOVAL |
AGAINST |
ABSTAIN |
2a) Douglas H. Brooks |
☐ |
☐ |
☐ |
2b) Eduardo F. Conrado |
☐ |
☐ |
☐ |
2c) William H. Cunningham |
☐ |
☐ |
☐ |
2d) Thomas W. Gilligan |
☐ |
☐ |
☐ |
2e) David P. Hess |
☐ |
☐ |
☐ |
2f) Gary C. Kelly |
☐ |
☐ |
☐ |
2g) Elaine Mendoza |
☐ |
☐ |
☐ |
2h) Jill A. Soltau |
☐ |
☐ |
☐ |
| 3. | Elliott’s proposal to elect to serve as directors of the Company Michael Cawley, David C. Cush,
Sarah E. Feinberg, Joshua Gotbaum, David J. Grissen, Robert A. Milton, Gregg A. Saretsky and Patricia A. Watson. |
ELLIOTT NOMINEES |
FOR ELECTION |
AGAINST |
ABSTAIN |
3a) Michael Cawley |
☐ |
☐ |
☐ |
3b) David C. Cush |
☐ |
☐ |
☐ |
3c) Sarah E. Feinberg |
☐ |
☐ |
☐ |
3d) Joshua Gotbaum |
☐ |
☐ |
☐ |
3e) David J. Grissen |
☐ |
☐ |
☐ |
3f) Robert A. Milton |
☐ |
☐ |
☐ |
3g) Gregg A. Saretsky |
☐ |
☐ |
☐ |
3h) Patricia A. Watson |
☐ |
☐ |
☐ |
DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD
EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS
ON THIS PROXY.
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