01—Abstract
Summary
Summary of the 8-K filed May 11, 2026. Cited figures are marked; the original filing is the authoritative source.
Southwest Airlines Co. filed this Current Report under Item 5.07 (Submission of Matters to a Vote of Security Holders) to report results of its Annual Meeting of Shareholders, held Thursday, May 7, 2026.
Shareholders voted on three proposals: the election of eleven directors for terms expiring at the 2027 Annual Meeting, an advisory non-binding vote to approve the compensation of named executive officers, and ratification of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026. Items 5.07(c) and (d) are not applicable. The auditor ratification received the strongest support, with 430,433,346 votes for, 10,943,832 against, and 1,077,990 abstentions.
The advisory say-on-pay proposal received 364,384,778 votes for, 13,450,799 against, and 1,625,281 abstentions. Votes for individual director nominees ranged from 230,555,780 (Christopher P. Reynolds) to 371,447,254 (David J.
Grissen). Reynolds drew notably more votes against (145,944,626) and abstentions (2,960,452) than any other nominee.
Each director and proposal also shows 62,994,310 broker non-votes, which the filing reports in the same column for all director and say-on-pay matters. This filing contains no financial results or operational updates.
02—Key points
Key Highlights
- Annual Meeting of Shareholders held on May 7, 2026, with three proposals voted on.
- Eleven director nominees were listed for terms expiring at the 2027 Annual Meeting; vote counts for each are reported individually.
- Christopher P. Reynolds received 230,555,780 votes for and 145,944,626 votes against, the largest opposition among the director nominees.
- Advisory say-on-pay proposal: 364,384,778 for, 13,450,799 against, 1,625,281 abstentions.
- Ernst & Young LLP ratification for fiscal 2026: 430,433,346 for, 10,943,832 against, 1,077,990 abstentions.
- Each director and say-on-pay proposal reported 62,994,310 broker non-votes.
03—Questions
Frequently Asked Questions
When and where was the Southwest Airlines annual shareholder meeting held?
The filing states the Annual Meeting of Shareholders was held on Thursday, May 7, 2026. It does not specify a location in this filing.
Which director nominees were up for election, and what were the vote results?
Eleven nominees were listed for terms expiring at the 2027 Annual Meeting: Lisa M. Atherton, Pierre R. Breber, Douglas H. Brooks, Sarah E. Feinberg, Robert L. Fornaro, Rakesh Gangwal, David J. Grissen, David P. Hess, Robert E. Jordan, Christopher P. Reynolds, and Patricia A. Watson. Each nominee's votes for, against, abstentions and broker non-votes are reported in the filing.
How did shareholders vote on the advisory say-on-pay proposal?
The advisory, non-binding vote on the compensation of named executive officers received 364,384,778 votes for, 13,450,799 votes against, 1,625,281 abstentions, and 62,994,310 broker non-votes.
Did shareholders approve the selection of the independent auditor?
The proposal to ratify Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026 received 430,433,346 votes for, 10,943,832 against, 1,077,990 abstentions, and 0 broker non-votes.
Were there any other matters submitted to a shareholder vote?
No. The filing states that Items 5.07(c) and (d) are not applicable, and only the three proposals listed were voted on.
04—Continue