01—Abstract
Summary
Summary of the 8-K filed August 10, 2026. Cited figures are marked; the original filing is the authoritative source.
Southwest Airlines Co. (LUV) filed this Current Report on Form 8-K under Item 5.02(d) to disclose that on August 10, 2026, its Board of Directors appointed Varun Krishna and Jason T.
Liberty as directors, effective immediately. Mr. Krishna is Chief Executive Officer of Rocket Companies, Inc. and interim Chief Executive Officer of Redfin. Mr. Liberty is Chair and Chief Executive Officer of Royal Caribbean Cruises Ltd. In connection with the appointments, the Board increased its size to thirteen members, effective immediately.
The filing states that neither new director has been appointed to any Board committee, and that neither has a direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K. It also states there are no arrangements or understandings under which either was selected as a director.
The filing describes the standard non-employee director compensation that Mr. Krishna and Mr. Liberty will receive, including a $100,000a annual retainer (pro-rated for the June 2026 to May 2027 service period), travel privileges, eligibility for equity grants under the Amended and Restated 2007 Equity Incentive Plan, and eligibility for a retirement payment under the Severance Plan for Directors. The filing does not report any financial results or operating metrics.
02—Key points
Key Highlights
- Varun Krishna and Jason T. Liberty were appointed to the Board of Directors effective August 10, 2026.
- Krishna is CEO of Rocket Companies, Inc. and interim CEO of Redfin; Liberty is Chair and CEO of Royal Caribbean Cruises Ltd.
- The Board size was increased from its prior level to thirteen members, effective immediately.
- Neither new director has been appointed to any Board committee.
- Each new director receives a pro-rated $100,000 annual retainer for the June 2026 to May 2027 service period.
- Directors receive travel privileges, including free travel for the director, spouse, and children, plus 50 unrestricted one-way flight passes annually and 50 additional passes for qualified charitable organizations.
- The filing states neither director has a material interest in a related-person transaction under Item 404(a) of Regulation S-K.
03—Questions
Frequently Asked Questions
Who were the new directors appointed to Southwest Airlines' Board?
The Board appointed Varun Krishna and Jason T. Liberty effective August 10, 2026. Krishna is CEO of Rocket Companies, Inc. and interim CEO of Redfin, and Liberty is Chair and CEO of Royal Caribbean Cruises Ltd.
Did the Board change its size in connection with these appointments?
Yes. The Board increased its size to thirteen members, effective immediately, in connection with the appointments.
What compensation will the new directors receive?
As non-employee directors, they are eligible for a $100,000 annual retainer, pro-rated for the June 2026 to May 2027 service period. They also receive travel privileges, eligibility for equity grants under the Amended and Restated 2007 Equity Incentive Plan, and eligibility for a retirement payment under the Severance Plan for Directors, which provides $35,000 for at least five years of service or $75,000 for at least ten years.
Do the new directors serve on any Board committees?
No. The filing states that Mr. Krishna and Mr. Liberty have not been appointed to any Board committees.
Does the filing disclose any related-person transactions involving the new directors?
No. The filing states that neither director has a direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K, and that there are no arrangements or understandings under which either was selected as a director.
04—Continue