Southwest Airlines amends bylaws to require 3% ownership for derivative suits

SOUTHWEST AIRLINES CO

New bylaw requires shareholder to beneficially own 3% of outstanding common stock to institute a derivative proceeding.
Exclusive forum for internal entity claims set to U.S. District Court for Northern District of Texas or Texas Business Court in Dallas County.
Shareholders waive right to jury trial for internal entity claims and any claim against the company or its directors/officers.
Bylaw amendments effective May 16, 2025, approved by Board in connection with changes to Texas Business Organizations Code.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SOUTHWEST AIRLINES CO: Amended bylaws to set a minimum ownership threshold of 3% for shareholder derivative proceedings and add exclusive forum provisions and jury trial waiver for internal entity claims (effective 2025-05-16).

Change: bylaw amendment
Effective: 2025-05-16

Exact text from the filing

the Board of Directors of Southwest Airlines Co. (the “Company”) approved the amendment and restatement of the Company’s bylaws (the “Bylaws”), effective as of such date, primarily to set a minimum ownership threshold for a shareholder (as defined by the TBOC) to pursue a derivative proceeding.

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Source: SEC EDGAR

accession 0000092380-25-000119

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