Elliott calls a special session of the Southwest “as early as next week”

Elliott Management announced on Tuesday that it would convene an extraordinary general meeting Southwest Airlines “as early as next week,” shortly after the company announced a major board restructuring that it hoped would avert a proxy war.

The push comes days before the airline’s investor meeting, where improvements and operational changes are expected to be announced. Elliott wants to oust CEO Bob Jordan and board chairman Gary Kelly, the latter of whom has already pledged to step down in 2025. The activist has proposed a list of 10 directors consisting of airline executives and former regulatory or government officials.

“We believe that competent new leaders should determine Southwest’s future direction in a deliberate and thoughtful process,” Elliott partner John Pike and portfolio manager Bobby Xu said in a letter to shareholders.

“We to support the company’s current course, which is being haphazardly pursued by a group of executives in pure self-preservation mode,” Pike and Xu wrote.

Southwest responded late Tuesday by reiterating its support for Jordan and criticizing Elliott’s approach to change at the airline.

“Any change in leadership during such a significant transformation would be detrimental to everyone.
“The shareholders and giving control of the board to Elliott and his nominees for director – without Elliott having expressed any ideas to improve Southwest’s business plan and operations – would pose a catastrophic risk to shareholders,” the airline said.

Southwest’s shareholder meeting is usually held in May, but by calling a special meeting, Elliott hopes to elect new directors much sooner. Both sides need a few months to gain shareholder support, and a deal is still possible in the meantime.

Elliott said Southwest’s advisers attempted to limit the number of shareholders entitled to vote by using what he called a “false record date.”

Southwest Airlines announced big changes to its more than 50-year-old business model in July: it will soon replace open seat selection with fixed seating, offer seats with more legroom that command higher prices, and start offering overnight flights. Last week, COO Andrew Watterson warned employees they would have to prepare for more “difficult decisions” to restore profits as the airline faces rising costs and changing travel habits.

While the company does not plan to furlough employees, it may reduce its presence in certain cities and give employees the opportunity to be transferred to other locations, a person familiar with the matter said.

Southwest will release a routine schedule update on Wednesday showing flights through early June. Earlier this month, Kelly, who served as Southwest’s CEO before handing the reins to Jordan in early 2022, said he would step down after the airline’s shareholder meeting next spring.

The Aircraft Mechanics Fraternal Association, which represents Southwest mechanics and has met with Elliott, said last week that the activist investor “made it clear that his vision for a turnaround at Southwest is that Robert Jordan will not remain CEO and that if Elliott can exert enough influence on the board, other top executives will most likely be replaced as well.”

“Change is urgently needed and our request for a special session could come as early as next week,” Pike and Xu said.