{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-146427","form_type":"8-K","ticker":"SWX","cik":"0001692115","company_name":"Southwest Gas Holdings, Inc.","filed_at":"2022-05-10T23:59:59+00:00","discovered_at":"2026-05-14T18:04:01.863473+00:00","generated_at":"2026-06-25T21:47:39.119002+00:00","sec_items":["1.01","3.03","5.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Southwest Gas Holdings reaches cooperation agreement with Icahn; CEO Hester retires, Haller appointed","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-146427","json":"https://secwatch.observer/filing/0001193125-22-146427.json","markdown":"https://secwatch.observer/filing/0001193125-22-146427.md","text":"https://secwatch.observer/filing/0001193125-22-146427.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1692115/000119312522146427/0001193125-22-146427-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/92416/000119312522146427/d285884d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-25T21:47:39.119002+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"200274dc41","claim":"Karen Haller was appointed as member of the Board at Southwest Gas Holdings, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692115/000119312522146427/0001193125-22-146427-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"member of the Board"}],"fact_type":"executive_change"},{"claim_id":"4d745765bd","claim":"Robert L. Boughner resigned as member of the Board at Southwest Gas Holdings, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692115/000119312522146427/0001193125-22-146427-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"member of the Board"}],"fact_type":"executive_change"},{"claim_id":"8aee6eb916","claim":"Thomas A. Thomas resigned as member of the Board at Southwest Gas Holdings, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692115/000119312522146427/0001193125-22-146427-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"member of the Board"}],"fact_type":"executive_change"},{"claim_id":"8c1d615941","claim":"John Hester retired as President and Chief Executive Officer at Southwest Gas Holdings, Inc..","evidence_excerpt":"On May 5, 2022, Mr. Hester retired as President and Chief Executive Officer of Southwest, effective as of May 5, 2022","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692115/000119312522146427/0001193125-22-146427-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retired"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"ab1a0de00a","claim":"Karen Haller was appointed as President and Chief Executive Officer at Southwest Gas Holdings, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692115/000119312522146427/0001193125-22-146427-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}