Southwest Airlines' Proposed Directors To Include Elliott's Candidates; Chairman To Retire

(RTTNews) - Southwest Airlines Co. (LUV) announced Tuesday the next phase of the Board's transformation, intending to appoint four new independent directors, potentially including candidates proposed by Elliott Investment Management L.P., in near term.

Elliott in early September announced 10 percent stake in Southwest Airlines, crossing the threshold that would allow the investment firm to call a special meeting.

The Southwest Board now presented its plans at a meeting and invited Elliott to participate in refreshment efforts and other corporate governance changes. Southwest Airlines added that it intends to continue its constructive engagement with Elliott toward a collaborative resolution in the near term.

Further, Southwest Airlines Executive Chairman Gary Kelly has announced his intention to retire from the Board and his Executive Chairman position effective immediately after the 2025 Annual Meeting.

Six current Directors have also informed the Board of their plans to step down immediately after the company's regularly scheduled Board meeting in November:

For the new independent Directors, the company will consider Elliott's Director candidates, and also will identify and review strong candidates who can bring complementary skills and experience to lead the airline forward.

The Board has eliminated the Executive Committee structure and created a new Finance Committee. It will assist the Board with oversight of financial, operational, and business plans and strategies, major transactions, capital structure and capital allocation priorities, among other duties.

These moves are intended to further strengthen the Board's ability to provide effective oversight and to hold Management accountable as it continues to execute its strategic plan.

The Board also reiterated its support for Bob Jordan as CEO.

BofA Securities and Morgan Stanley & Co. LLC are acting as financial advisors to Southwest Airlines.