01—Abstract
Summary
Summary of the 8-K filed February 19, 2025. Cited figures are marked; the original filing is the authoritative source.
Southwest Airlines Co. entered into an Amendment to Cooperation Agreement on February 19, 2025 with Elliott Investment Management L.P., Elliott Associates, L.P., Elliott International, L.P., and The Liverpool Limited Partnership (collectively, the "Elliott Parties").
The amendment amends the Cooperation Agreement dated October 23, 2024 and, among other things, raises the maximum aggregate economic exposure the Elliott Parties may acquire during the agreement's term from 14.9%a to 19.9% of the Company's then-outstanding common stock. The amendment also extends the restriction on the Elliott Parties acquiring more than a maximum beneficial ownership of 12.49% of the then-outstanding common stock until 9:00 a.m. Central Time on the earlier of (x) the day after the record date for the Company's 2026 Annual Meeting of Shareholders and (y) April 1, 2026.
Separately, the filing discloses under Regulation FD that Ryan Green, Executive Vice President & Chief Transformation Officer, informed the Company on February 18, 2025 of his decision to step down from that position, effective April 1, 2025. The full amendment is filed as Exhibit 10.1.
02—Key points
Key Highlights
- Elliott Parties' maximum aggregate economic exposure increased from 14.9% to 19.9% of outstanding common stock under the amended Cooperation Agreement.
- Maximum beneficial ownership restriction of 12.49% of outstanding common stock extended until the earlier of the day after the 2026 Annual Meeting record date or April 1, 2026, at 9:00 a.m. Central Time.
- The Amendment amends the Cooperation Agreement originally dated October 23, 2024 between the Company and the Elliott Parties.
- Ryan Green, Executive Vice President & Chief Transformation Officer, will step down effective April 1, 2025, per his decision communicated February 18, 2025.
- The full Amendment is filed as Exhibit 10.1 and incorporated by reference; the filing also includes the Cover Page Interactive Data File (Exhibit 104).
03—Questions
Frequently Asked Questions
What changed in the agreement with Elliott?
The Amendment increases the maximum aggregate economic exposure the Elliott Parties may acquire during the term of the Cooperation Agreement from 14.9% to 19.9% of the Company's then-outstanding common stock, and extends the 12.49% maximum beneficial ownership restriction until 9:00 a.m. Central Time on the earlier of the day after the record date for the 2026 Annual Meeting of Shareholders and April 1, 2026.
What is the original Cooperation Agreement?
The Cooperation Agreement is dated October 23, 2024, and is by and among the Company and the Elliott Parties. The Amendment amends that agreement.
Who is leaving and when?
Ryan Green, Executive Vice President & Chief Transformation Officer, informed the Company on February 18, 2025 of his decision to step down from that position, effective April 1, 2025.
Where can the full terms of the Amendment be found?
The Amendment is attached as Exhibit 10.1 to the filing and incorporated by reference. The description in the 8-K is qualified in its entirety by reference to that exhibit.
04—Continue