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