On August 14, 2024, Southwest Airlines Co. issued the below press release:
SOUTHWEST AIRLINES COMMENTS ON ELLIOTT MANAGEMENTS INTENT TO REPLACE A MAJORITY OF ITS BOARD
DALLASAug. 14, 2024Southwest Airlines Co. (NYSE: LUV) (the Company) has the following response to an
announcement made by one of its Shareholders, Elliott Investment Management L.P. (Elliott), stating its intention to replace a majority of the Southwest Airlines Board of Directors by nominating 10 candidates.
Since Elliott launched its campaign against Southwest Airlines, the Board has consistently sought to engage constructively and in the best
interests of all Shareholders. Elliott has dismissed those efforts at every turn. After Elliott recently agreed to a meeting with Southwest Airlines in early September to discuss a collaborative resolution, including continuing significant Board
refreshment and other governance enhancements, Elliott unilaterally decided instead to publicly announce its intention to replace a majority of Southwest Airlines Board.
The Southwest Airlines Board and Executive Leadership Team remain open to conversations with Elliott to discuss ideas to drive Shareholder
value, and the Board will evaluate Elliotts proposed nominees as part of its ongoing Board refreshment process. No immediate action is required of Shareholders.
Southwest Airlines is laser-focused on restoring its industry-leading financial performance and on building a sustainable and profitable
future for the airline and all of its Shareholders. The airline recently announced several initiatives to elevate the Customer Experience, improve financial performance, and drive Shareholder value. Southwest Airlines will provide additional details
on a comprehensive plan to transform its business, improve operational efficiency, and deliver capital allocation discipline during its Investor Day in late September.
Southwest Airlines is committed to maintaining a strong, independent Board with the right mix of skills and experience. The Boards
Nominating and Corporate Governance Committee has taken deliberate actions to bolster the Boards existing expertise with professionals who offer a diverse range of skills that are critical to the airlines business and ongoing
transformation. As part of its continued refreshment efforts, the Board has appointed a total of eight new independent and highly qualified Directors over the last three years, including the recent addition of experienced airline executive and
entrepreneur Rakesh Gangwal.
The Southwest Airlines Board remains confident that the airline has the right Leadership Team in place to
evolve the business and to lead Southwest Airlines forward.
Bank of America Securities, Inc. and Morgan Stanley & Co. LLC are acting as
financial advisors to Southwest Airlines and Vinson & Elkins L.L.P. and Kirkland & Ellis LLP are acting as legal advisors.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934 (the Exchange Act). Specific forward-looking statements include, without limitation, statements related to the Companys plans and expectations with respect to its initiatives, including with
respect to restoring the Companys industry-leading financial performance, building a sustainable and profitable future for the airline and all of its shareholders, elevating the Customer Experience, improving financial performance, driving
shareholder value, transforming the Companys business, improving operational efficiency, and delivering capital allocation discipline. These forward-looking statements are based on the Companys current estimates, intentions, beliefs,
expectations, goals, strategies, and projections for the future and are not guarantees of future performance. Forward-looking statements involve risks, uncertainties, assumptions, and other factors that are difficult to predict and that could cause
actual results to vary materially from those expressed in or indicated by them. Factors include, among others, (i) the impact of fears or actual outbreaks of diseases, extreme or severe weather and natural disasters, actions of competitors
(including, without limitation, pricing, scheduling, capacity, and network decisions, and consolidation and alliance activities), consumer
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