---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-283402"
form_type: "8-K"
ticker: "SWX"
cik: "0001692115"
company_name: "Southwest Gas Holdings, Inc."
filed_at: "2023-11-27T23:59:59+00:00"
generated_at: "2026-06-07T21:30:58.706379+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-23-283402
- form_type: 8-K
- ticker: SWX
- cik: 0001692115
- company_name: Southwest Gas Holdings, Inc.
- filed_at: 2023-11-27T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1692115/000119312523283402/0001193125-23-283402-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1692115/000119312523283402/d906756d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-283402
- JSON: https://secwatch.observer/filing/0001193125-23-283402.json
- Plain text: https://secwatch.observer/filing/0001193125-23-283402.txt

## Key facts
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692115/000119312523283402/0001193125-23-283402-index.htm

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