SOUTHWEST AIRLINES CO incurred term loan of $1.0 billion with BNP Paribas at same interest rates described in the Original Credit Agreement maturing March 11, 2029.
“provides for the extension of additional credit to the Company in the form of incremental term loans in an aggregate principal amount equal to $1.0 billion”
Shareholder Votes
SOUTHWEST AIRLINES CO shareholders approved Ratify the selection of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2026 at the 2026-05-07 meeting.
“3. Proposal 3 – A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 430,433,346 10,943,832 1,077,990 0”
Shareholder Votes
SOUTHWEST AIRLINES CO shareholders approved Advisory (non-binding) vote to approve the compensation of the Company's named executive officers at the 2026-05-07 meeting.
“2. Proposal 2 – An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 364,384,778 13,450,799 1,625,281 62,994,310”
Shareholder Votes
SOUTHWEST AIRLINES CO shareholders approved Election of eleven Directors for terms expiring at the 2027 Annual Meeting of Shareholders at the 2026-05-07 meeting.
“1. Proposal 1 – Election of eleven Directors for terms expiring at the 2027 Annual Meeting of Shareholders: NOMINEE VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES Lisa M. Atherton 344,758,477 34,136,329 566,052 62,994,310 Pierre R. Breber 370,998,884 7,870,553 591,421 62,994,310 Douglas H. Brooks 361,664,157 17,194,293 602,408 62,994,310 Sarah E. Feinberg 358,999,977 19,751,763 709,118 62,994,310 Robert L. Fornaro 366,920,758 12,042,125 497,975 62,994,310 Rakesh Gangwal 344,388,346 34,474,149 598,363 62,994,310 David J. Grissen 371,447,254 7,451,577 562,027 62,994,310 David P. Hess 366,280,441 12,466,256 714,161 62,994,310 Robert E. Jordan 367,197,900 11,703,974 558,984 62,994,310 Christopher P. Reynolds 230,555,780 145,944,626 2,960,452 62,994,310 Patricia A. Watson 349,537,426 29,321,846 601,586 62,994,310”
Earnings Releases
SOUTHWEST AIRLINES CO updated its first quarter 2026 guidance (reaffirmed).
“On April 22, 2026, the Registrant issued a press release (the "Earnings Press Release") announcing its financial results for first quarter 2026. The Earnings Press Release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 2.02.”
Debt Financings
SOUTHWEST AIRLINES CO incurred term loan of $500 million with BNP Paribas at Term SOFR plus 1.10% per annum or Alternate Base Rate plus 0.10% per annum; Term maturing March 11, 2029.
“On March 11, 2026, Southwest Airlines Co. (the “Company”) entered into a new term loan credit agreement (the “Term Loan Credit Agreement”) with BNP Paribas, as administrative and collateral agent (the “Agent”) and as the initial lender (together with any additional lenders from time to time, the “Lenders”), providing for a $500 million dollar senior secured term loan credit facility (the “Term Loan Facility”) that was drawn in full on the closing date.”
Governance Changes
SOUTHWEST AIRLINES CO: Amended bylaws to set a minimum ownership threshold of 3% for shareholder derivative proceedings and add exclusive forum provisions and jury trial waiver for internal entity claims (effective 2025-05-16).
“the Board of Directors of Southwest Airlines Co. (the “Company”) approved the amendment and restatement of the Company’s bylaws (the “Bylaws”), effective as of such date, primarily to set a minimum ownership threshold for a shareholder (as defined by the TBOC) to pursue a derivative proceeding.”
Tammy Romo changed role as Principal Accounting Officer at SOUTHWEST AIRLINES CO.
“at which time Tammy Romo will step down from that role”
J. Ryan Martinez was appointed as Principal Accounting Officer at SOUTHWEST AIRLINES CO.
“the Board of Directors (the “Board”) of Southwest Airlines Co. (the “Company”) unanimously appointed J. Ryan Martinez to assume the responsibilities of the Company’s principal accounting officer, effective April 1, 2025”
Restructurings & Charges
SOUTHWEST AIRLINES CO announced a restructuring with charges of $60 million to $80 million affecting corporate overhead and leadership positions (approximately 1,750 Employee roles, or 15% of corporate positions).
“$210 million and full-year 2026 savings of approximately $300 million. These savings exclude an expected one-time GAAP pre-tax charge in first quarter 2025 in the range of $60 million to $80 million, substantially all of which is expected to be related to severance payments and post-employment benefits, which the Company expects to treat as a special item.”
Tammy Romo departed as Executive Vice President & Chief Financial Officer at SOUTHWEST AIRLINES CO.
“Ms. Romo will step down from that role”
Tom Doxey was elected as Executive Vice President & Chief Financial Officer at SOUTHWEST AIRLINES CO.
“unanimously elected Tom Doxey to succeed Tammy Romo as Executive Vice President & Chief Financial Officer”
Elaine Mendoza departed as Director at SOUTHWEST AIRLINES CO.
“On February 4, 2025, Eduardo F. Conrado and Elaine Mendoza, each a member of the Board of Directors (the “Board”) of Southwest Airlines Co. (the “Company”), notified the Company and the Board that they will not stand for re-election at the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) and will retire from the Board effective immediately following the 2025 Annual Meeting.”
Eduardo F. Conrado departed as Director at SOUTHWEST AIRLINES CO.
“On February 4, 2025, Eduardo F. Conrado and Elaine Mendoza, each a member of the Board of Directors (the “Board”) of Southwest Airlines Co. (the “Company”), notified the Company and the Board that they will not stand for re-election at the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) and will retire from the Board effective immediately following the 2025 Annual Meeting.”
Linda Rutherford departed as Chief Administration Officer at SOUTHWEST AIRLINES CO.
“On January 8, 2025, Linda Rutherford, Chief Administration Officer of the Company, submitted her resignation from the position of Chief Administration Officer, effective April 1, 2025.”
Tammy Romo departed as Executive Vice President & Chief Financial Officer at SOUTHWEST AIRLINES CO.
“On January 7, 2025, Tammy Romo, Executive Vice President & Chief Financial Officer of Southwest Airlines Co. (the “Company”), submitted her resignation from the position of Executive Vice President & Chief Financial Officer, effective April 1, 2025.”
Rakesh Gangwal was appointed as Independent Chair of the Board at SOUTHWEST AIRLINES CO.
“the Board appointed Rakesh Gangwal as independent Chair of the Board, effective 11:59 p.m. Central Time on November 1, 2024.”
Patricia Watson was appointed as Director at SOUTHWEST AIRLINES CO.
“Pierre Breber, David Cush, Sarah Feinberg, David Grissen, Gregg Saretsky and Patricia Watson (the “New Directors”) were each appointed to the Company’s Board of Directors (the “Board”), effective 11:59 p.m. Central Time on November 1, 2024.”
Gregg Saretsky was appointed as Director at SOUTHWEST AIRLINES CO.
“Pierre Breber, David Cush, Sarah Feinberg, David Grissen, Gregg Saretsky and Patricia Watson (the “New Directors”) were each appointed to the Company’s Board of Directors (the “Board”), effective 11:59 p.m. Central Time on November 1, 2024.”
David Grissen was appointed as Director at SOUTHWEST AIRLINES CO.
“Pierre Breber, David Cush, Sarah Feinberg, David Grissen, Gregg Saretsky and Patricia Watson (the “New Directors”) were each appointed to the Company’s Board of Directors (the “Board”), effective 11:59 p.m. Central Time on November 1, 2024.”
Sarah Feinberg was appointed as Director at SOUTHWEST AIRLINES CO.
“Pierre Breber, David Cush, Sarah Feinberg, David Grissen, Gregg Saretsky and Patricia Watson (the “New Directors”) were each appointed to the Company’s Board of Directors (the “Board”), effective 11:59 p.m. Central Time on November 1, 2024.”
David Cush was appointed as Director at SOUTHWEST AIRLINES CO.
“Pierre Breber, David Cush, Sarah Feinberg, David Grissen, Gregg Saretsky and Patricia Watson (the “New Directors”) were each appointed to the Company’s Board of Directors (the “Board”), effective 11:59 p.m. Central Time on November 1, 2024.”
Pierre Breber was appointed as Director at SOUTHWEST AIRLINES CO.
“Pierre Breber, David Cush, Sarah Feinberg, David Grissen, Gregg Saretsky and Patricia Watson (the “New Directors”) were each appointed to the Company’s Board of Directors (the “Board”), effective 11:59 p.m. Central Time on November 1, 2024.”
Pierre Breber was appointed as Director at SOUTHWEST AIRLINES CO.
“the Board appointed Pierre Breber as a member of the Board, effective 11:59 p.m. Central Time on November 1, 2024”
Jill A. Soltau resigned as Director at SOUTHWEST AIRLINES CO.
“David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau each submitted his or her resignation from the Board, effective 11:59 p.m. Central Time on November 1, 2024.”
Thomas W. Gilligan resigned as Director at SOUTHWEST AIRLINES CO.
“David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau each submitted his or her resignation from the Board, effective 11:59 p.m. Central Time on November 1, 2024.”
William H. Cunningham resigned as Director at SOUTHWEST AIRLINES CO.
“David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau each submitted his or her resignation from the Board, effective 11:59 p.m. Central Time on November 1, 2024.”
Roy Blunt resigned as Director at SOUTHWEST AIRLINES CO.
“David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau each submitted his or her resignation from the Board, effective 11:59 p.m. Central Time on November 1, 2024.”
J. Veronica Biggins resigned as Director at SOUTHWEST AIRLINES CO.
“David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau each submitted his or her resignation from the Board, effective 11:59 p.m. Central Time on November 1, 2024.”
David W. Biegler resigned as Director at SOUTHWEST AIRLINES CO.
“David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau each submitted his or her resignation from the Board, effective 11:59 p.m. Central Time on November 1, 2024.”
Gary C. Kelly departed as Executive Chairman of the Board at SOUTHWEST AIRLINES CO.
“Gary C. Kelly, Executive Chairman of the Board, notified the Company and the Board that he will retire from the Board and his office of Executive Chairman of the Board, effective 11:59 p.m. Central Time on November 1, 2024”
Robert L. Fornaro was appointed as Director at SOUTHWEST AIRLINES CO.
“On September 26, 2024, the Board of Directors (the “Board”) of Southwest Airlines Co. (the “Company” or “Southwest”) appointed Robert L. Fornaro as a member of the Board, effective immediately.”
Jill A. Soltau resigned as Director at SOUTHWEST AIRLINES CO.
“On September 9, 2024, David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau (the “Resigning Directors”) each submitted his or her resignation from the Board, effective immediately following the Company’s regularly scheduled fourth quarter Board meeting (currently scheduled for November 21, 2024).”
Thomas W. Gilligan resigned as Director at SOUTHWEST AIRLINES CO.
“On September 9, 2024, David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau (the “Resigning Directors”) each submitted his or her resignation from the Board, effective immediately following the Company’s regularly scheduled fourth quarter Board meeting (currently scheduled for November 21, 2024).”
William H. Cunningham resigned as Director at SOUTHWEST AIRLINES CO.
“On September 9, 2024, David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau (the “Resigning Directors”) each submitted his or her resignation from the Board, effective immediately following the Company’s regularly scheduled fourth quarter Board meeting (currently scheduled for November 21, 2024).”
Roy Blunt resigned as Director at SOUTHWEST AIRLINES CO.
“On September 9, 2024, David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau (the “Resigning Directors”) each submitted his or her resignation from the Board, effective immediately following the Company’s regularly scheduled fourth quarter Board meeting (currently scheduled for November 21, 2024).”
J. Veronica Biggins resigned as Director at SOUTHWEST AIRLINES CO.
“On September 9, 2024, David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau (the “Resigning Directors”) each submitted his or her resignation from the Board, effective immediately following the Company’s regularly scheduled fourth quarter Board meeting (currently scheduled for November 21, 2024).”
David W. Biegler resigned as Director at SOUTHWEST AIRLINES CO.
“On September 9, 2024, David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau (the “Resigning Directors”) each submitted his or her resignation from the Board, effective immediately following the Company’s regularly scheduled fourth quarter Board meeting (currently scheduled for November 21, 2024).”
Gary C. Kelly departed as Executive Chairman of the Board at SOUTHWEST AIRLINES CO.
“On September 9, 2024, Gary C. Kelly, Executive Chairman of the Board of Directors (the “Board”) of Southwest Airlines Co. (the “Company”) notified the Company and the Board that he will not stand for re-election at the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) and will retire from the Board and his office of Executive Chairman of the Board, effective immediately following the 2025 Annual Meeting.”
Rakesh Gangwal was appointed as member of the Board at SOUTHWEST AIRLINES CO.
“On July 7, 2024, the Board of Directors (the "Board") of Southwest Airlines Co. (the "Company") appointed Rakesh Gangwal as a member of the Board, effective July 7, 2024.”
Shareholder Votes
SOUTHWEST AIRLINES CO shareholders rejected An advisory (non-binding) vote on a shareholder proposal to permit shareholder removal of directors without cause at the 2024-05-15 meeting.
“6. Proposal 6 – An advisory (non-binding) vote on a shareholder proposal to permit shareholder removal of directors without cause: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 34,551,236 402,007,358 2,293,952 90,613,942”
Shareholder Votes
SOUTHWEST AIRLINES CO shareholders rejected An advisory (non-binding) vote on a shareholder proposal to amend clawback policy for executive pay at the 2024-05-15 meeting.
“5. Proposal 5 – An advisory (non-binding) vote on a shareholder proposal to amend clawback policy for executive pay: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 80,938,014 355,594,196 2,320,336 90,613,942”
Shareholder Votes
SOUTHWEST AIRLINES CO shareholders approved A proposal to ratify the selection of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2024 at the 2024-05-15 meeting.
“4. Proposal 4 – A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 509,499,646 17,231,491 2,735,351 —”
Shareholder Votes
SOUTHWEST AIRLINES CO shareholders approved Approval of the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan at the 2024-05-15 meeting.
“3. Proposal 3 – Approval of the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 408,346,613 28,870,401 1,635,532 90,613,942”
Shareholder Votes
SOUTHWEST AIRLINES CO shareholders approved An advisory (non-binding) vote to approve the compensation of the Company's named executive officers at the 2024-05-15 meeting.
“2. Proposal 2 – An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 339,780,020 97,603,353 1,469,173 90,613,942”
Shareholder Votes
SOUTHWEST AIRLINES CO shareholders approved Election of fourteen Directors for terms expiring at the 2025 Annual Meeting of Shareholders at the 2024-05-15 meeting.
“1. Proposal 1 – Election of fourteen Directors for terms expiring at the 2025 Annual Meeting of Shareholders: NOMINEE VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES Lisa M. Atherton 426,641,203 10,433,703 1,777,640 90,613,942 David W. Biegler 403,798,928 33,366,421 1,687,197 90,613,942 J. Veronica Biggins 412,577,510 24,556,305 1,718,731 90,613,942 Roy Blunt 424,471,183 12,598,272 1,783,091 90,613,942 Douglas H. Brooks 415,584,672 21,050,148 2,217,726 90,613,942 Eduardo F. Conrado 420,810,872 16,012,228 2,029,446 90,613,942 William H. Cunningham 410,829,925 25,858,647 2,163,974 90,613,942 Thomas W. Gilligan 417,626,072 18,783,188 2,443,286 90,613,942 David P. Hess 423,838,096 13,005,611 2,008,839 90,613,942 Robert E. Jordan 421,746,643 15,690,955 1,414,948 90,613,942 Gary C. Kelly 416,915,191 21,179,382 757,973 90,613,942 Elaine Mendoza 424,537,030 12,540,147 1,775,369 90,613,942 Christopher P. Reynolds 422,468,387 14,584,848 1,799,311 90,613,942 Jill A. Soltau 418,447,744 18,702”
Mark R. Shaw resigned as Executive Vice President & Chief Legal & Regulatory Officer and Corporate Secretary at SOUTHWEST AIRLINES CO.
“On April 26, 2024, Mark R. Shaw, Executive Vice President & Chief Legal & Regulatory Officer and Corporate Secretary of Southwest Airlines Co. (the "Company"), submitted his resignation from his positions of Executive Vice President & Chief Legal & Regulatory Officer and Corporate Secretary, effective June 1, 2024.”
Earnings Releases
SOUTHWEST AIRLINES CO reported first quarter 2024 results: revenue $6.3 billion, net income $231 million, EPS $0.39 loss per diluted share.
“Southwest Airlines Co. (NYSE: LUV) (the "Company") today reported its first quarter 2024 financial results: • Net loss of $231 million, or $0.39 loss per diluted share • Net loss, excluding special items 1 , of $218 million, or $0.36 loss per diluted share • Record first quarter operating revenues of $6.3 billion”
Earnings Releases
SOUTHWEST AIRLINES CO updated its fourth quarter and full year 2023 guidance (reaffirmed).
“On January 25, 2024, Southwest Airlines Co. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year 2023 (the “2023 Earnings Release”), referencing a change in estimate related to the the ratification bonus for its Pilots which was recorded in fourth quarter 2023.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.