Elliott Management Amends Southwest Airlines Filing

TL;DR

Elliott Management updated their Southwest Airlines filing on 10/15/24. Big changes coming?

AI Summary

Elliott Investment Management L.P. has filed an amendment (No. 4) to its Schedule 13D for Southwest Airlines Co. on October 15, 2024. The filing indicates a change in beneficial ownership of Southwest Airlines Co. common stock. Elliott Investment Management L.P. is based in West Palm Beach, FL.

Why It Matters

This filing signals ongoing activity or changes in stake by a significant investor in Southwest Airlines, potentially influencing market perception and stock movement.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate activist investor intentions or significant stake changes, which can introduce volatility.

Key Numbers

• 4 — Amendment Number (Indicates this is the fourth update to the filing.)
• 20241015 — Filing Date (The date the amendment was filed with the SEC.)

Key Players & Entities

• Elliott Investment Management L.P. (company) — Filer of the Schedule 13D/A
• Southwest Airlines Co. (company) — Subject Company
• Eleazer Klein, Esq. (person) — Legal Counsel
• Adriana Schwartz, Esq. (person) — Legal Counsel
• Schulte Roth & Zabel LLP (company) — Law Firm

FAQ

Key Financial Figures

• $1.00 — me of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securitie

Filing Documents

• p24-2934sc13da.htm (SC 13D/A) — 141KB
• p24-2934exhibit99.htm (EX-99.8) — 18KB
• image_001.jpg (GRAPHIC) — 3KB
• 0000902664-24-005829.txt ( ) — 164KB

of the Schedule 13D is hereby amended and supplemented to add the following

Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: On October 14, 2024, the Elliott Funds, together with EIM, submitted a request to the Secretary of the Issuer (the “ Special Meeting Request ”) to call a special meeting of shareholders (the “ Special Meeting ”) for the purposes of (i) repealing each provision of, or amendment to, the Fourth Amended and Restated Bylaws of the Issuer (the “ Bylaws ”) adopted by the Board without the approval of the shareholders of the Issuer after February 2, 2024 and up to and including the date of the Special Meeting (the “ Bylaw Restoration Proposal ”), (ii) removing each of Douglas H. Brooks, Eduardo F. Conrado, William H. Cunningham, Thomas W. Gilligan, David P. Hess, Gary C. Kelly, Elaine Mendoza and Jill A. Soltau from the Board as well as any other person or persons elected or appointed to the Board without shareholder approval after September 26, 2024 and up to and including the date of the Special Meeting (other than any Nominee set forth below), effective immediately (the “ Removal Proposal ”), and (iii) electing each of Michael Cawley, David Cush, Sarah Feinberg, Joshua Gotbaum, David Grissen, Robert Milton, Gregg Saretsky and Patricia Watson (the “ Nominees ”) to the Board (the “ Director Election Proposal ”). Attached to the Special Meeting Request was a notice from Elliott to the Issuer of its intention to present the Bylaw Restoration Proposal, the Removal Proposal, and the Director Election Proposal at the Special Meeting. Also on October 14, 2024, EIM issued a press release announcing the submission of the Special Meeting Request. A copy of the press release which is attached hereto as Exhibit 99.8 and is incorporated by reference herein. In addition, effective as of October 14, 2024, EIM waived Sections 2(b) and 5 of each of the Candidate Agreements with Nancy Killefer and Mr. Sundaram previously

of Amendment No. 4 is incorporated herein by reference

Item 4 of Amendment No. 4 is incorporated herein by reference. Item 7. EXHIBITS

of the Schedule 13D is hereby amended and supplemented to add the following

Item 7 of the Schedule 13D is hereby amended and supplemented to add the following: Exhibit 99.8: Press Release, dated October 14, 2024. CUSIP No. 844741108 Schedule 13D/A Page 14 of 14 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATE: October 15, 2024 Elliott Investment Management L.P. /s/ Elliot Greenberg Name:Elliot Greenberg Title:Vice President /s/ Elliot Greenberg As attorney-in-fact for Michael Cawley, David Cush, Sarah Feinberg, Joshua Gotbaum, Robert Milton, Gregg Saretsky and Patricia Watson

View Full Filing

View this SC 13D/A filing on SEC EDGAR