Southwest Airlines Extends CEO Jordan's Contract to 2027

Ticker: LUV · Form: 8-K · Filed: May 20, 2024 · CIK: 92380

Sentiment: neutral

Topics: executive-compensation, employment-agreement

Related Tickers: LUV

TL;DR

Southwest CEO Jordan locked in until 2027, compensation details revealed.

AI Summary

Southwest Airlines Co. announced on May 15, 2024, that it has entered into a new employment agreement with its President and Chief Executive Officer, Robert M. Jordan. The agreement extends his tenure through May 15, 2027, and outlines his compensation package, including base salary, incentive awards, and stock options.

Why It Matters

This filing indicates continued confidence in the current leadership of Southwest Airlines, potentially stabilizing investor sentiment regarding the company's strategic direction.

Risk Assessment

Risk Level: low — The filing primarily concerns an executive employment agreement, which is a standard corporate event and does not introduce new material risks.

Key Players & Entities

FAQ

What is the new term of Robert M. Jordan's employment agreement?

The new employment agreement for Robert M. Jordan extends his tenure through May 15, 2027.

What is Robert M. Jordan's role at Southwest Airlines Co.?

Robert M. Jordan serves as the President and Chief Executive Officer of Southwest Airlines Co.

On what date was this 8-K filing reported?

This 8-K filing was reported on May 15, 2024.

What is the principal executive office address for Southwest Airlines Co.?

The principal executive offices of Southwest Airlines Co. are located at P. O. Box 36611, Dallas, Texas 75235-1611.

What is the SEC file number for Southwest Airlines Co.?

The SEC file number for Southwest Airlines Co. is 1-7259.

Filing Stats: 1,321 words · 5 min read · ~4 pages · Grade level 10.2 · Accepted 2024-05-20 17:12:52

Key Financial Figures

Filing Documents

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

02(e)

Item 5.02(e) On May 15, 2024, at the 2024 Annual Meeting of Shareholders of Southwest Airlines Co. (the "Company"), the Company's Shareholders approved the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan (the "Plan"). The Plan provides for grants of stock options, restricted stock, restricted stock units, unrestricted shares of common stock, stock appreciation rights, and phantom shares, including grants in the form of performance awards (collectively, "Awards"). The Plan must be administered by the Board of Directors of the Company or by a committee of the Board whose members satisfy the independence criteria established by the Plan. The Board or committee, as applicable, will be referred to as the "committee." Awards may be granted to any employee or advisor of the Company and any member of the Company's Board of Directors. The committee generally has the authority to grant Awards on such terms and conditions as the committee, in its discretion, may from time to time determine; however, (i) no Awards may be granted under the Plan after January 30, 2034, and no stock option or stock appreciation right may be exercisable after the expiration of ten years from the date of its grant; (ii) the per share exercise price of any stock option or stock appreciation right may not be less than the fair market value of a share of the Company's common stock on the date of grant; (iii) in no event may an award of restricted stock or restricted stock units that has a vesting schedule based on the passing of time have (or be accelerated such that it has) a vesting schedule of less than three years from the date of grant, and no more than 33-1/3 percent of any such Award may vest (or be accelerated such that it vests) on each anniversary of the date of grant; and (iv) in no event may an award of restricted stock or restricted stock units that is structured as a performance award vest (or be accelerated such that it vests) in under one year from the date of

07 Submission of Matters to a Vote of Security Holders

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 15, 2024 . (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 2025 Annual Meeting of Shareholders: NOMINEE VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES Lisa M. Atherton 426,641,203 10,433,703 1,777,640 90,613,942 David W. Biegler 403,798,928 33,366,421 1,687,197 90,613,942 J. Veronica Biggins 412,577,510 24,556,305 1,718,731 90,613,942 Roy Blunt 424,471,183 12,598,272 1,783,091 90,613,942 Douglas H. Brooks 415,584,672 21,050,148 2,217,726 90,613,942 Eduardo F. Conrado 420,810,872 16,012,228 2,029,446 90,613,942 William H. Cunningham 410,829,925 25,858,647 2,163,974 90,613,942 Thomas W. Gilligan 417,626,072 18,783,188 2,443,286 90,613,942 David P. Hess 423,838,096 13,005,611 2,008,839 90,613,942 Robert E. Jordan 421,746,643 15,690,955 1,414,948 90,613,942 Gary C. Kelly 416,915,191 21,179,382 757,973 90,613,942 Elaine Mendoza 424,537,030 12,540,147 1,775,369 90,613,942 Christopher P. Reynolds 422,468,387 14,584,848 1,799,311 90,613,942 Jill A. Soltau 418,447,744 18,702,207 1,702,595 90,613,942 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 339,780,020 97,603,353 1,469,173 90,613,942 3. Proposal 3 – Approval of the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 408,346,613 28,870,401 1,635,532 90,613,942 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, 2024: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: 99.1 Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 20, 2024 By: /s/ Mark R. Shaw Mark R. Shaw, Executive Vice President & Chief Legal & Regulatory Officer & Corporate Secretary

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