Southwest Gas enters amended cooperation agreement with Icahn Group, extends standstill through 2024 annual meeting

Southwest Gas Holdings, Inc.

Company agrees to nominate Icahn designees Andrew Evans, Henry Linginfelter, Ruby Sharma, and Andrew Teno for 2024 annual meeting.
Standstill restrictions on Icahn Group extended until later of 2024 annual meeting or Teno's board departure, with auto-termination if former director reappointed without Icahn designee approval.
Record date for 2024 annual meeting set within 30 days of March 6, 2024.
Strategic Transactions Committee to include three Icahn designees; board size fixed at 11 directors.
Agreement limits board committee formation and requires majority approval of Icahn designees for certain actions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Southwest Gas Holdings, Inc. amended Amended and Restated Cooperation Agreement with Icahn Group (effective 2023-11-21).

Action: amendment
Agreement: collaboration
Counterparty: Icahn Group
Effective: 2023-11-21

Exact text from the filing

On November 21, 2023, Southwest Gas Holdings, Inc. (the “Company”) and Carl C. Icahn and the persons and entities listed therein (collectively, the “Icahn Group” and together with the Company, the “Parties”) entered into an Amended and Restated Cooperation Agreement (the “Amended Agreement”), which amends, restates, supersedes and replaces in its entirety that certain Amended and Restated Cooperation Agreement, dated as of October 24, 2022, by and between the Parties (the “Prior Agreement”).

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Southwest Gas Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-283402

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