Current Report Filing (8-k)
May 20 2019 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 15, 2019
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SOUTHWEST AIRLINES CO.
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(Exact name of registrant as specified in its charter)
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Texas
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1-7259
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74-1563240
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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P.O. Box 36611, Dallas, Texas
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75235-1611
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(214)
792-4000
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Not Applicable
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(Former name or former address if changed
since last report.)
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Check the appropriate box below if the Form
8-K
filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock ($1.00 par value)
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LUV
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR 230.405) or
Rule 12b-2 of
the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
Emerging growth
company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)
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The Annual Meeting of Shareholders of Southwest Airlines Co. (the Company) was held in Denver,
Colorado on Wednesday, May 15, 2019.
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(b)
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The following matters were voted on by the Companys Shareholders at the Annual Meeting and received the
following votes:
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1.
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Proposal 1 Election of eleven Directors for terms expiring at the 2020 Annual Meeting of Shareholders:
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NOMINEE
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VOTES FOR
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VOTES
AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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David W. Biegler
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414,580,590
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13,992,608
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1,035,012
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77,094,421
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J. Veronica Biggins
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422,997,315
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5,682,069
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928,826
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77,094,421
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Douglas H. Brooks
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422,609,599
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5,871,684
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1,126,927
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77,094,421
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William H. Cunningham
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400,728,192
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27,775,739
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1,104,279
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77,094,421
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John G. Denison
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422,242,447
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6,351,592
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1,014,171
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77,094,421
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Thomas W. Gilligan
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425,327,990
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3,044,779
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1,235,441
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77,094,421
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Gary C. Kelly
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412,205,937
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13,074,453
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4,327,820
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77,094,421
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Grace D. Lieblein
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425,613,269
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3,048,460
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946,481
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77,094,421
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Nancy B. Loeffler
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412,559,636
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16,108,762
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939,812
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77,094,421
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John T. Montford
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410,457,041
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18,175,316
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975,853
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77,094,421
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Ron Ricks
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419,984,593
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8,655,392
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968,225
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77,094,421
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2. Proposal 2 An advisory
(non-binding)
vote to approve the compensation of the Companys named executive officers:
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VOTES FOR
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VOTES
AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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413,388,186
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14,942,068
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1,277,956
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77,094,421
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3. Proposal 3 A proposal to ratify the selection of
Ernst & Young LLP as the Companys independent auditors for the fiscal year ending December 31, 2019:
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VOTES FOR
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VOTES
AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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488,774,849
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16,447,601
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1,480,181
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0
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4. Proposal 4 An advisory (non-binding) vote on a shareholder
proposal to require an independent board chairman:
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VOTES FOR
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VOTES
AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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89,762,720
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337,951,339
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1,894,151
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77,094,421
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5. Proposal 5 An advisory
(non-binding)
vote on a shareholder proposal to amend the Companys proxy access bylaw provision:
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VOTES FOR
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VOTES
AGAINST
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ABSTENTIONS
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BROKER NON-
VOTES
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92,201,890
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334,496,805
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2,909,515
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77,094,421
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SOUTHWEST AIRLINES CO.
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Date: May 20, 2019
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By:
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/s/ Mark R. Shaw
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Mark R. Shaw, Executive Vice President & Chief
Legal & Regulatory Officer
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Southwest Airlines (NYSE:LUV)
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