Elliott Vows Southwest Shareholder Mtg. Request ‘as Quickly as Subsequent Week’

Elliott Administration, which has been calling for management and board adjustments at Southwest Airways since taking a $1.9 billion stake within the provider in June, despatched a second letter to Southwest shareholders on Tuesday, informing them of the funding firm’s intent to name a particular assembly within the coming weeks, and to encourage shareholders to make sure they’ve full voting rights. The primary letter was despatched in late August.

“Given the reckless and chaotic actions that Southwest’s leaders hold taking in an try and protect their jobs—and the ensuing danger to the Firm and its constituents—the necessity for change is pressing, and our request for a particular assembly could come as quickly as subsequent week,” wrote Elliott accomplice John Pike and portfolio supervisor Bobby Xu within the letter.

Southwest earlier this month introduced sweeping adjustments to its board of administrators, with six retiring in November, and chairman and former CEO Gary Kelly to step down after Southwest’s 2025 annual assembly. The provider mentioned it might take into account as much as three candidates of the 10 that Elliott put forth beforehand, however that CEO Bob Jordan would stay—a transfer that Elliott doesn’t endorse.

The provider in July additionally introduced it was to introduce assigned seating and a premium cabin with additional legroom because it seems to be for tactics to extend income.

Additional, earlier this week, Southwest warned workers of the “powerful selections” to be introduced within the “coming days” to revive income and fend off the takeover problem from Elliott, Bloomberg reported. Southwest is holding its investor day on Sept. 26.

Elliott added within the letter that it does “not help the Firm’s present course, which is being charted in a haphazard method by a gaggle of executives in full self-preservation mode.” It additionally inspired shareholders to name again all their shares previous to Oct. 7, which is the present document date set by Southwest’s board, so they may vote these shares in any upcoming particular assembly, based on Elliott. 

“Within the coming weeks, we will likely be formally requesting a particular assembly to offer you a selection between the brand new administrators that now we have put ahead—who we consider possess the {qualifications} and expertise to information Southwest to a brighter future—or a Board that lacks related experience and has pre-committed itself to supporting failed CEO Bob Jordan,” Pike and Xu wrote.

Southwest in a press release responded that it had “made each effort to achieve a constructive decision with Elliott.” The provider added that since June, board members have met with buyers for “candid suggestions,” and “it’s clear Shareholders need that Southwest interact and search a compromise with Elliott that’s in all Shareholders’ finest pursuits and permits the Firm to deal with executing its transformative technique to maneuver Southwest ahead. … However acquiescing to a single Shareholder’s demand for absolute management of the Firm just isn’t a compromise.”

Southwest additional acknowledged that Elliott has “inexplicably refused” to permit its board candidates to fulfill with the Southwest board and “required them to signal agreements that explicitly stop them from becoming a member of the Board with out Elliott’s approval.” The provider stays keen to think about “in good religion” Elliott’s candidates, if it should enable the Southwest board to fulfill with them.

Southwest additionally mentioned it “strongly believes that CEO Bob Jordan is the precise Chief to efficiently execute the Firm’s sturdy technique to rework the airline and ship sustainable Shareholder worth.” Concerning Elliott’s request for shareholders to name again their votes suggesting that Southwest has set “false document dates as a defensive technique is unfaithful and disingenuous. … If Elliott submits a request for a Particular Assembly, the Board will fulfill its duties to fastidiously evaluate the request in good religion.”