Form: 8-K

Current report filing

May 19, 2023

0000092380false00000923802023-05-192023-05-190000092380exch:XNYS2023-05-192023-05-19

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2023
southwestimage.jpg
SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)

Texas 1-7259 74-1563240
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
P. O. Box 36611
Dallas, Texas 75235-1611
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:   (214) 792-4000


Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock ($1.00 par value) LUV New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐


Item 5.07    Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareholders of Southwest Airlines Co. (the “Company”) was held on Wednesday, May 17, 2023.

(b) The following matters were voted on by the Company’s Shareholders at the Annual Meeting and received the following votes:

1. Proposal 1 – Election of fourteen Directors for terms expiring at the 2024 Annual Meeting of Shareholders:

NOMINEE VOTES FOR
VOTES
AGAINST
 ABSTENTIONS
BROKER
NON-VOTES
David W. Biegler 369,113,643 52,382,654 1,505,746 96,720,093
J. Veronica Biggins 340,324,721 81,156,067 1,521,255 96,720,093
Douglas H. Brooks 380,887,736 40,522,879 1,591,428 96,720,093
Eduardo F. Conrado 392,367,515 29,105,689 1,528,839 96,720,093
William H. Cunningham 371,960,069 49,505,326 1,536,648 96,720,093
Thomas W. Gilligan 385,070,468 36,368,464 1,563,111 96,720,093
David P. Hess 391,757,292 29,740,549 1,504,202 96,720,093
Robert E. Jordan 386,022,207 35,523,276 1,456,560 96,720,093
Gary C. Kelly 383,115,517 38,419,143 1,467,383 96,720,093
Elaine Mendoza 392,087,110 29,408,858 1,506,075 96,720,093
John T. Montford 376,497,806 44,976,465 1,527,772 96,720,093
Christopher P. Reynolds 390,373,368 31,079,807 1,548,868 96,720,093
Ron Ricks 389,704,286 32,052,248 1,245,509 96,720,093
Jill A. Soltau 391,949,200 29,648,572 1,404,271 96,720,093

2. Proposal 2 – An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers:
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER
NON-VOTES
390,991,100 30,504,474 1,506,469 96,720,093

3. Proposal 3 – An advisory (non-binding) vote on the frequency of executive compensation advisory votes:
VOTES FOR ONE YEAR VOTES FOR TWO YEARS VOTES FOR THREE YEARS ABSTENTIONS
BROKER
NON-VOTES
405,693,741 1,579,631 12,631,065 3,097,606 96,720,093





4. Proposal 4 – A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023:
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER
NON-VOTES
493,134,872 22,843,196 3,744,068 —

5. Proposal 5 – An advisory (non-binding) vote on a shareholder proposal to permit shareholder removal of directors without cause:
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER
NON-VOTES
223,203,948 198,132,576 1,665,519 96,720,093

6. Proposal 6 – An advisory (non-binding) vote on a shareholder proposal to require shareholder ratification of termination pay:
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER
NON-VOTES
43,362,276 377,904,277 1,735,490 96,720,093

(c) Not applicable.

(d) Based on the results set forth in Item 5.07(b)(3) above, until the next required vote on the frequency of shareholder votes on the compensation of executives, the Company has decided to include an advisory vote on the compensation of executives in its proxy materials on an annual basis.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SOUTHWEST AIRLINES CO.
Date: May 19, 2023
 By: /s/ Mark R. Shaw
Mark R. Shaw, Executive Vice President & Chief
Legal & Regulatory Officer & Corporate Secretary