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Southwest Adds Five Elliott-Backed Directors Under 2024 Settlement

Southwest’s October 2024 deal with Elliott ended an immediate proxy fight and provided for five Elliott-backed directors plus one additional independent director. Elliott’s eight-person October slate was a proposal, not the final appointment roster.
From TheFinanceBase Team3 min to read
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Southwest Airlines agreed on October 24, 2024, to add five Elliott-backed candidates to its board, along with one additional independent director. The deal ended the immediate proxy fight and canceled a planned December special meeting. It followed Elliott’s proposal of an eight-person slate, but the settlement did not make all eight proposed nominees directors.

What Southwest and Elliott agreed to

The October 24, 2024, settlement provided for five Elliott-backed candidates and one further independent director to join Southwest’s board. The agreement ended the parties’ immediate proxy contest and canceled the special meeting that had been planned for December. The Associated Press reported the settlement terms.

The distinction matters: Elliott had put forward eight nominees in its October preliminary proxy, but the settlement outcome was five Elliott-backed additions plus one independent director—not the appointment of all eight nominees.

Eight nominees were proposed; five Elliott-backed directors were to join

Elliott’s October 15, 2024, preliminary proxy named these eight people as nominees: Michael Cawley, David Cush, Sarah Feinberg, Joshua Gotbaum, David Grissen, Robert Milton, Gregg Saretsky, and Patricia Watson. Their cited backgrounds included airline leadership, transportation regulation, hospitality, labor, and technology. The filing also proposed repealing certain bylaw changes, removing eight incumbent directors, and electing its slate.

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Those eight names describe Elliott’s proposed slate, not a confirmed roster of the five people who joined under the settlement. The settlement coverage and the accessible excerpt from Southwest’s later proxy do not establish a definitive, citable list of all five appointees. It would therefore be misleading to infer their identities from Elliott’s slate.

How the dispute developed

Date What happened
August 13, 2024 Elliott announced that it intended to nominate ten independent candidates and reported that its funds held an approximately 11% economic interest in Southwest.
August 14, 2024 Southwest said Elliott intended to nominate ten people and said its board would consider nominees as part of its refreshment process.
September 10, 2024 Southwest announced planned board departures and changes, and invited Elliott to participate in its refreshment efforts.
October 15, 2024 Elliott’s preliminary proxy set out its proposals and named eight nominees.
October 24, 2024 The companies reached a settlement for five Elliott-backed candidates and another independent director; the planned December special meeting was canceled.
November 2024 A later Southwest proxy excerpt described five new directors joining through the resolution with Elliott, but the accessible excerpt did not provide a definitive roster.

What each side said it wanted

Elliott’s stated goals

Elliott called for board reconstitution, new leadership, and a comprehensive business review. The August 13 release reporting its approximately 11% economic interest was Elliott’s own statement, not an independent measure of the company’s governance or performance.

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Southwest’s stated plan

Southwest said it was already refreshing its board and pursuing a transformation plan, while supporting CEO Bob Jordan. In its September 10 announcement, the airline said six directors planned to step down after the November board meeting, Gary Kelly planned to retire after the 2025 annual meeting, and it anticipated appointing four independent directors.

Southwest projected that, after its planned changes, 75% of directors would have three years or less of tenure and average tenure would be about 2.5 years, compared with 7.3 years at the time. These were Southwest’s projections in September 2024, not current board figures or independently verified results.

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What the settlement changed—and what it does not establish

The agreement resolved the immediate contest over board composition without the planned December vote. It brought five Elliott-backed candidates and one additional independent director into the board-refresh process. The public material cited here does not establish that Elliott secured all of its October proxy proposals, nor does it establish the names of all five settlement appointees. The board changes and tenure figures announced by Southwest before the agreement were plans and projections; they should not be read as a complete description of the final board.

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