0000092380false00000923802024-07-072024-07-070000092380us-gaap:CommonStockMember2024-07-072024-07-070000092380luv:CommonStockPurchaseRightsMember2024-07-072024-07-07

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): July 7, 2024
southwestimage.jpg
SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)

Texas1-725974-1563240
(State or other jurisdiction(Commission(I.R.S. Employer
of incorporation)File Number)Identification No.)
P. O. Box 36611
Dallas,Texas75235-1611
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:   (214) 792-4000


Not Applicable
Former name or former address, if changed since last report

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:

☐    Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock ($1.00 par value)LUVNew York Stock Exchange
Common Stock Purchase RightsNew York Stock Exchange
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(d)

On July 7, 2024, the Board of Directors (the "Board") of Southwest Airlines Co. (the "Company") appointed Rakesh Gangwal as a member of the Board, effective July 7, 2024. Mr. Gangwal is the co-founder of India’s largest airline by fleet size and passengers carried, InterGlobe Aviation, known as IndiGo. Before co-founding IndiGo in 2006, Mr. Gangwal served as Chairman, President, and Chief Executive Officer of Worldspan Technologies, a provider of technology and information services to the travel and transportation industry. Prior to his time at Worldspan, Mr. Gangwal served as President and Chief Executive Officer of US Airways Group, and previously as its Chief Operating Officer. Mr. Gangwal previously served in executive roles at Air France and United Airlines.

Non-employee members of the Company’s Board, including Mr. Gangwal, currently receive the following compensation:

(i) an annual retainer fee for membership on the Board of $90,000 (which will be pro-rated for Mr. Gangwal for the July 2024-June 2025 service period);

(ii) $1,500 for each meeting of the Board or Committee attended in excess of regularly scheduled Board and Committee meetings;

(iii) while serving on the Board, free travel on Southwest Airlines for the Director, the Director's spouse, and the Director's children, as well as 50 one-way flight passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis, and an additional 50 one-way flight passes annually for use by qualified charitable and 501(c)(3) organizations;

(iv) subsequent to Board service, (a) 50 one-way flight passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis for a term equal to the number of years served; and (b) if the Director has served at least ten years, a lifetime privilege of 50 one-way flight passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis;

(v) subsequent to Board service, (a) if the Director has served at least ten years, lifetime free travel on Southwest Airlines for the Director and the Director’s spouse; (b) if the Director has served less than ten years, free travel on Southwest Airlines for the Director and the Director’s spouse equal to the number of years served (“partial benefits”); and (c) if the Director is deceased, free travel on Southwest Airlines for the Director’s spouse for the lifetime of the spouse, if the Director has served as least ten years, or for the number of years remaining (if any) in the Director’s partial benefits, if the Director has served less than ten years;

(vi) eligibility to receive equity grants pursuant to the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan (for 2024, prior to Mr. Gangwal’s appointment to the Board, Board members received common stock awards with a grant date value of approximately $170,000); and

(vii) eligibility for a retirement payment under the Southwest Airlines Co. Severance Plan for Directors (which provides for a cash payment of $35,000 for non-employee Directors who have served


at least five years as of the date of retirement and $75,000 for non-employee Directors who have served at least ten years as of the date of retirement).

Mr. Gangwal has not yet been appointed to any Board committees, has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K, and is not a party to any arrangement or understanding with any other person pursuant to which he was selected as a director.




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.

SOUTHWEST AIRLINES CO.
July 9, 2024By:/s/ Tammy Romo
Tammy Romo
Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)






v3.24.2
Document
Jul. 07, 2024
Document Information [Line Items]  
Entity Central Index Key 0000092380
Soliciting Material false
Entity Incorporation, State or Country Code TX
Entity Address, Address Line One P. O. Box 36611
Entity Address, City or Town Dallas,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75235-1611
Document Type 8-K
Document Period End Date Jul. 07, 2024
Entity Registrant Name SOUTHWEST AIRLINES CO.
Entity File Number 1-7259
Entity Tax Identification Number 74-1563240
City Area Code 214
Local Phone Number 792-4000
Written Communications false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock ($1.00 par value)
Trading Symbol LUV
Security Exchange Name NYSE
Common Stock Purchase Rights  
Document Information [Line Items]  
Title of 12(b) Security Common Stock Purchase Rights
Security Exchange Name NYSE
No Trading Symbol Flag true
Southwest Airlines (NYSE:LUV)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Southwest Airlines Charts.
Southwest Airlines (NYSE:LUV)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Southwest Airlines Charts.