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. (LUV) filed this Current Report on Form 8-K to disclose amendments to its bylaws, approved by its Board of Directors on May 16, 2025, in connection with recent changes to the Texas Business Organizations Code (TBOC).
The filing reports under Item 3.03 (Material Modification to Rights of Security Holders) and Item 5.03 (Amendments to Articles of Incorporation or Bylaws), and attaches the Fifth Amended and Restated Bylaws, effective May 16, 2025, as Exhibit 3.1. The principal change sets a minimum ownership threshold for shareholders seeking to pursue a derivative proceeding: a shareholder may not institute or maintain such a proceeding unless it beneficially owns three percent of the company's issued and outstanding common stock, par value $1.00a per share, at the time the proceeding is instituted. The bylaws also designate the United States District Court for the Northern District of Texas or, if that court lacks jurisdiction, the Texas Business Court in Dallas County, as the sole and exclusive forum for certain internal entity claims, unless the company agrees to a different forum.
The amendments further provide that, to the fullest extent permitted by law, shareholders irrevocably waive any right to a jury trial in actions concerning internal entity claims and certain other claims against the corporation or its directors, officers, or employees. Any person acquiring or holding company shares is deemed to have notice of and consented to these provisions. The filing does not discuss the financial impact of these changes.
02—Key points
Key Highlights
- Board approved the Fifth Amended and Restated Bylaws on May 16, 2025, effective the same date.
- Amendments were made in connection with recent changes to the Texas Business Organizations Code (TBOC).
- A shareholder must beneficially own at least three percent of the outstanding common stock at the time a derivative proceeding is instituted.
- The Northern District of Texas, or if it lacks jurisdiction the Texas Business Court in Dallas County, is the exclusive forum for certain internal entity claims unless the company agrees otherwise.
- Shareholders irrevocably waive, to the fullest extent permitted by law, the right to a jury trial in internal entity claims and certain other claims against the corporation or its personnel.
- Filing is made under Item 3.03 and Item 5.03; the full bylaws are filed as Exhibit 3.1.
03—Questions
Frequently Asked Questions
Why did Southwest Airlines amend its bylaws?
The filing states the amendments were made in connection with certain recent changes to the Texas Business Organizations Code (TBOC), which the company's Board approved on May 16, 2025.
What ownership is now required to bring a derivative proceeding?
A shareholder may not institute or maintain a derivative proceeding unless it beneficially owns three percent of the company's issued and outstanding common stock, par value $1.00 per share, at the time the proceeding is instituted.
Where must internal entity claims be filed?
Under the amended bylaws, the United States District Court for the Northern District of Texas or, if that court lacks jurisdiction, the Texas Business Court located in Dallas County, Texas, is the sole and exclusive forum for certain internal entity claims, unless the company agrees to a different forum.
Do the bylaw changes affect shareholders' ability to have a jury trial?
Yes. To the fullest extent permitted by applicable law, each shareholder irrevocably and unconditionally waives any right to a jury trial in actions concerning internal entity claims and certain other claims against the corporation or its directors, officers, or employees.
Where can the full text of the amended bylaws be found?
The full Fifth Amended and Restated Bylaws, effective May 16, 2025, are attached to the filing as Exhibit 3.1.
04—Continue