---
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"
generated_at: "2026-06-25T21:47:39.119002+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Southwest Gas Holdings reaches cooperation agreement with Icahn; CEO Hester retires, Haller appointed

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.03, 5.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-146427
- JSON: https://secwatch.observer/filing/0001193125-22-146427.json
- Plain text: https://secwatch.observer/filing/0001193125-22-146427.txt

## Key facts
- Executive change
  Karen Haller was appointed as member of the Board at Southwest Gas Holdings, Inc..
  - Action: appointed
  - Role: member of the Board
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692115/000119312522146427/0001193125-22-146427-index.htm
- Executive change
  Robert L. Boughner resigned as member of the Board at Southwest Gas Holdings, Inc..
  - Action: resigned
  - Role: member of the Board
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692115/000119312522146427/0001193125-22-146427-index.htm
- Executive change
  Thomas A. Thomas resigned as member of the Board at Southwest Gas Holdings, Inc..
  - Action: resigned
  - Role: member of the Board
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692115/000119312522146427/0001193125-22-146427-index.htm
- Executive change
  John Hester retired as President and Chief Executive Officer at Southwest Gas Holdings, Inc..
  - Action: retired
  - Role: President and Chief Executive Officer
  source text: On May 5, 2022, Mr. Hester retired as President and Chief Executive Officer of Southwest, effective as of May 5, 2022
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692115/000119312522146427/0001193125-22-146427-index.htm
- Executive change
  Karen Haller was appointed as President and Chief Executive Officer at Southwest Gas Holdings, Inc..
  - Action: appointed
  - Role: President and Chief Executive Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692115/000119312522146427/0001193125-22-146427-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.