8-K
filed May 10, 2022, 7:59 PM ET
ticker SWX
CIK 0001692115
other material
confidence high
sentiment neutral
materiality 0.85
Southwest Gas Holdings reaches cooperation agreement with Icahn; CEO Hester retires, Haller appointed
Southwest Gas Holdings, Inc.
- CEO John P. Hester retired; Karen S. Haller appointed President and CEO effective May 6, 2022.
- Icahn Group to withdraw director slate; three Icahn designees (Evans, Linginfelter, Frisby) to join Board after annual meeting.
- Poison pill trigger raised from 10% to 24.9% via amendment to Rights Agreement dated May 9, 2022.
- Icahn tender offer extended to May 20, 2022, capped at 24.9% of outstanding shares at $82.50/share.
- Annual meeting rescheduled to May 19, 2022 to allow stockholder review of cooperation agreement.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Karen Haller was appointed as member of the Board at Southwest Gas Holdings, Inc..
- Action
- appointed
- Role
- member of the Board
Exact text from the filing
on May 6, 2022, the Board appointed Ms. Haller as a member of the Board, effective immediately following the completion of the 2022 Annual Meeting.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert L. Boughner resigned as member of the Board at Southwest Gas Holdings, Inc..
- Action
- resigned
- Role
- member of the Board
Exact text from the filing
On May 6, 2022, Messrs. Thomas and Boughner each informed the Board of their decisions to resign as members of the Board immediately following the completion of the 2022 Annual Meeting.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas A. Thomas resigned as member of the Board at Southwest Gas Holdings, Inc..
- Action
- resigned
- Role
- member of the Board
Exact text from the filing
On May 6, 2022, Messrs. Thomas and Boughner each informed the Board of their decisions to resign as members of the Board immediately following the completion of the 2022 Annual Meeting.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Hester retired as President and Chief Executive Officer at Southwest Gas Holdings, Inc..
- Action
- retired
- Role
- President and Chief Executive Officer
Exact text from the filing
On May 5, 2022, Mr. Hester retired as President and Chief Executive Officer of Southwest, effective as of May 5, 2022
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Karen Haller was appointed as President and Chief Executive Officer at Southwest Gas Holdings, Inc..
- Action
- appointed
- Role
- President and Chief Executive Officer
Exact text from the filing
On May 5, 2022, the Board appointed Ms. Haller, the Company’s Executive Vice President / Chief Legal and Administrative Officer, as President and Chief Executive Officer of Southwest, effective as of May 6, 2022.
View on SEC.gov
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