01—Abstract
Summary
Summary of the 8-K filed May 19, 2025. Cited figures are marked; the original filing is the authoritative source.
Southwest Airlines Co. filed this Current Report under Item 5.07 to report the results of its Annual Meeting of Shareholders, held on Wednesday, May 14, 2025.
Shareholders elected all thirteen director nominees to terms expiring at the 2026 Annual Meeting. Each nominee received more votes for than against, with for-votes ranging from 405,379,258 (Robert E. Jordan) to 417,117,556 (Pierre R.
Breber), and each nominee had 81,357,030 broker non-votes. Shareholders ratified the selection of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2025, with 494,855,465 votes for, 13,483,801 against, and 1,308,707 abstentions. In a non-binding advisory vote, shareholders approved the compensation of the named executive officers, with 401,418,268 votes for, 25,796,557 against, and 1,076,118 abstentions.
Shareholders did not approve a non-binding shareholder proposal to amend the clawback policy for unearned executive pay. The proposal received 21,779,309 votes for, 404,403,087 against, and 2,108,547 abstentions, with 81,357,030 broker non-votes.
02—Key points
Key Highlights
- Annual Meeting of Shareholders held May 14, 2025; all thirteen director nominees were elected to terms expiring at the 2026 Annual Meeting.
- Director votes for ranged from 405,379,258 (Robert E. Jordan) to 417,117,556 (Pierre R. Breber), with 81,357,030 broker non-votes recorded for each nominee.
- Ernst & Young LLP was ratified as independent auditors for the fiscal year ending December 31, 2025, with 494,855,465 votes for and 13,483,801 against.
- Non-binding advisory say-on-pay vote on named executive officer compensation passed, with 401,418,268 votes for and 25,796,557 against.
- Shareholder proposal to amend the clawback policy for unearned executive pay was not approved, receiving 21,779,309 votes for and 404,403,087 against.
- Items 5.07(c) and 5.07(d) are marked not applicable.
03—Questions
Frequently Asked Questions
When and where did Southwest Airlines hold its 2025 annual shareholder meeting?
The Annual Meeting of Shareholders was held on Wednesday, May 14, 2025. The filing does not state the meeting location.
Who was elected to the board of directors?
Thirteen directors were elected for terms expiring at the 2026 Annual Meeting of Shareholders: Lisa M. Atherton, Pierre R. Breber, Douglas H. Brooks, C. David Cush, Sarah E. Feinberg, Robert L. Fornaro, Rakesh Gangwal, David J. Grissen, David P. Hess, Robert E. Jordan, Christopher P. Reynolds, Gregg A. Saretsky, and Patricia A. Watson.
Did shareholders approve executive compensation?
Yes. In a non-binding advisory vote, shareholders approved the compensation of the named executive officers, with 401,418,268 votes for, 25,796,557 against, 1,076,118 abstentions, and 81,357,030 broker non-votes.
Who is the independent auditor, and was the selection approved?
Ernst & Young LLP was ratified as the Company's independent auditors for the fiscal year ending December 31, 2025, with 494,855,465 votes for, 13,483,801 against, 1,308,707 abstentions, and no broker non-votes.
What was the outcome of the shareholder proposal on the clawback policy?
The non-binding shareholder proposal to amend the clawback policy for unearned executive pay was not approved. It received 21,779,309 votes for, 404,403,087 against, 2,108,547 abstentions, and 81,357,030 broker non-votes.
04—Continue