DALLAS — Activist investor Elliott Investment Management announced Monday it’s calling for a special meeting of Dallas-based Southwest Airlines shareholders to vote on its proposed slate of eight new directors.
Elliott, the airline's second-largest shareholder, is calling for a meeting Dec. 10 and says it will be filing a proxy statement with the U.S. Securities and Exchange Commission. Southwest Airlines still must confirm the special shareholder meeting.
Elliott told shareholders it planned to call a special meeting a few weeks ago and named Oct. 7 as a record date for shareholders. That came shortly after Southwest announced a sweeping revamp of its board in hopes of avoiding a proxy fight.
Elliott Investment Management had previously called for the ouster of Southwest Airlines CEO, Robert Jordan, and Gary Kelly, the airline’s chairman and former CEO, before Southwest announced six board members were stepping down and Kelly, executive chairman, would voluntarily retire in 2025.
“Today, after exhaustive attempts to persuade Southwest to implement the necessary governance changes, we are formally calling a special meeting to give shareholders the opportunity to elect a completely independent, best-in-class slate of director nominees,” Elliott said in a statement. “Absent a thorough reconstitution of its board, the story of Southwest will remain one of empty promises and unfulfilled potential.”
Elliott’s slate of potential nominees to the board includes a former deputy CEO of Ryanair, a former Virgin America CEO, a former Department of Transportation official, a former Air Canada CEO, the former WestJet CEO, and more.
Elliott says they also submitted a proposal for the removal of eight current board members: Gary Kelly, Douglas Brooks, Eduardo Conrado, William Cunningham, Thomas Gilligan, David Hess, Elaine Mendoza and Jill Soltau. Cunningham, Gilligan and Soltau were among those who announced their intent to leave the board in November.
Elliott, a New York-based hedge fund, recently disclosed an 11% stake in Southwest (more than the 10% required to call a special meeting).
Last month, Southwest also announced their plans for Southwest 2.0, including assigning passenger seats for the first time, charging extra for more legroom, and offering red-eye flights.
Ahead of their investor day late last month, Southwest said they’d "made every effort to reach a constructive resolution with Elliott.”
