Southwest Airlines Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$LUV
Air Freight/Delivery Services
Consumer Discretionary
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 14, 2025
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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 14, 2025 .
(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 thirteen Directors for terms expiring at the 2026 Annual Meeting of Shareholders:
| NOMINEE | VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||
| Lisa M. Atherton | 409,574,442 | 17,094,078 | 1,622,423 | 81,357,030 | ||||||||||
| Pierre R. Breber | 417,117,556 | 9,763,855 | 1,409,532 | 81,357,030 | ||||||||||
| Douglas H. Brooks | 408,013,418 | 18,852,420 | 1,425,105 | 81,357,030 | ||||||||||
| C. David Cush | 412,036,641 | 15,145,996 | 1,108,306 | 81,357,030 | ||||||||||
| Sarah E. Feinberg | 413,746,171 | 13,238,112 | 1,306,660 | 81,357,030 | ||||||||||
| Robert L. Fornaro | 413,995,863 | 12,876,018 | 1,419,062 | 81,357,030 | ||||||||||
| Rakesh Gangwal | 412,395,183 | 14,798,436 | 1,097,324 | 81,357,030 | ||||||||||
| David J. Grissen | 415,316,988 | 11,594,251 | 1,379,704 | 81,357,030 | ||||||||||
| David P. Hess | 409,684,674 | 17,058,324 | 1,547,945 | 81,357,030 | ||||||||||
| Robert E. Jordan | 405,379,258 | 21,380,246 | 1,531,439 | 81,357,030 | ||||||||||
| Christopher P. Reynolds | 405,776,958 | 21,026,543 | 1,487,442 | 81,357,030 | ||||||||||
| Gregg A. Saretsky | 411,959,558 | 14,974,902 | 1,356,483 | 81,357,030 | ||||||||||
| Patricia A. Watson | 414,055,888 | 12,920,080 | 1,314,975 | 81,357,030 | ||||||||||
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 | ||||||||
| 401,418,268 | 25,796,557 | 1,076,118 | 81,357,030 | ||||||||
3. Proposal 3 – A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||
| 494,855,465 | 13,483,801 | 1,308,707 | 0 | ||||||||
4. Proposal 4 – An advisory (non-binding) vote on a shareholder proposal to amend clawback policy for unearned executive pay:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||
| 21,779,309 | 404,403,087 | 2,108,547 | 81,357,030 | ||||||||
(c) Not applicable.
(d) Not applicable.
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, 2025 | By: | /s/ Jeff Novota | ||||||
| Jeff Novota | ||||||||
| Senior Vice President Chief Legal Officer | ||||||||
| & Corporate Secretary | ||||||||