Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Retirement of John Hester as President and Chief Executive Officer of Southwest
and Resignation from the Southwest Boards
On May 5, 2022, Mr. Hester retired as President and Chief Executive Officer of
Southwest, effective as of May 5, 2022 (the Effective Date). In connection with his retirement, Mr. Hester also resigned from the Southwest Boards, effective as of May 5, 2022. Mr. Hesters decision to step down
from the Southwest Boards was not the result of any disagreements with Southwest on any matter relating to Southwests operations, policies or practices.
Appointment of Karen Haller as President and Chief Executive Officer of Southwest and to the Board
On May 5, 2022, the Board appointed Ms. Haller, the Companys Executive Vice President / Chief Legal and Administrative Officer,
as President and Chief Executive Officer of Southwest, effective as of May 6, 2022. In addition, on May 6, 2022, the Board appointed Ms. Haller as a member of the Board, effective immediately following the completion of the 2022
Annual Meeting. Ms. Haller will continue to serve as a member of the Board of Directors of SWG. On May 5, 2022, the Board approved the following compensation terms for Ms. Haller: (i) an annual base salary of $800,000, (ii) a performance-based
restricted stock unit award (Performance Shares) opportunity equal to 190% of her base salary, (iii) a time-based restricted stock unit award (time-lapse RSUs) opportunity equal to 70% of her base salary, and (iv) an annual
cash incentive opportunity equal to 100% of her base salary, with each of the Performance Shares and time-lapse RSU awards described above subject to vesting and forfeiture on terms substantially similar to awards made to other executive officers of
the Company. Ms. Hallers compensation arrangements remain otherwise unchanged from those previously disclosed.
Ms. Haller
joined SWG in March 1997 and has served as Executive Vice President / Chief Legal and Administrative Officer of the Company since May 2018. She previously served as Senior Vice President / General Counsel and Corporate Secretary of the Company from
January 2017 until May 2018. She holds a bachelors degree in finance from the University of Wyoming and received her J.D. from Cornell Law School.
Neither Ms. Haller nor any member of her immediate family has or has had a direct or indirect interest in any transaction in which the
Company or any of its subsidiaries is or was a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.
Thomas A. Thomas and Robert L. Boughner to Resign from the Board following the 2022 Annual Meeting and Increase in Size of Board
On May 6, 2022, Messrs. Thomas and Boughner each informed the Board of their decisions to resign as members of the Board immediately
following the completion of the 2022 Annual Meeting. Messrs. Thomas and Boughner will continue to serve on the Board until the time of the 2022 Annual Meeting. Neither of Messrs. Thomass nor Boughners decisions to resign as members of
the Board immediately following the completion of the 2022 Annual Meeting were the result of any disagreements with the Company on any matter relating to the Companys operations, policies or practices.
On May 6, 2022, the Board increased the size of the Board, effective immediately following the 2022 Annual Meeting, by one director, from
10 to 11.
Appointments of the Icahn Designees to the Board
On May 6, 2022, the Board appointed each of Messrs. Evans, Linginfelter and Frisby (collectively, the Icahn Designees) to the
Board, effective immediately following the 2022 Annual Meeting. The Board will make a determination prior to the effectiveness of the appointments of the Icahn Designees to the Board with respect to whether each Icahn Designee qualifies as an
independent director within the meaning of the New York Stock Exchange (NYSE) listing standards. In connection with their appointments to the Board, the Board will appoint each of the Icahn Designees to the Strategic Transactions
Committee, subject to certain limitations set forth in the Cooperation Agreement. The Board has not yet determined the assignments of the Icahn Designees to any other committees of the Board.
Mr. Evans has worked in the energy and utility industry for 28 years across a broad spectrum of capital intensive businesses. He is the
retired Chief Financial Officer of Southern Company (NYSE: SO), an electric and natural gas public utility holding company, where he served as Chief Financial Officer from June 2018 to September 2021 and had responsibility for all investor
interaction, public reporting, information technology and cyber security, business development, risk and capital deployment. Prior to its acquisition by Southern Company, he served as the Chairman, President and Chief Executive Officer of AGL
Resources, Inc. (AGL), the largest publicly traded gas distribution company in the United States, from April 2017 until June 2018. In this role he was keenly focused on employee and public safety, customer satisfaction, modernization and
growth. He also served as Chief Operating Officer of AGL from April 2016 until April 2018 and, during his 15 years at the company, also held the positions of Treasurer and Chief Financial Officer. Prior to AGL, Mr. Evans spent nine years with
Mirant Corp., a global energy provider and commodity trading company. Mr. Evans began his career at the Federal Reserve Bank of Boston and has a Bachelor of Arts in Economics from Emory University, where he currently serves as a trustee.
Mr. Evans is actively engaged in his community and has served as Chair for a number of philanthropic organizations, including the Grady Hospital Foundation and Zoo Atlanta. Mr. Evans currently qualifies as an audit committee
financial expert under the rules of the SEC.