Southwest Airlines Co

1. 1

   Election of Eleven Directors

   ManagementBoard: FOR

   Election of eleven directors to serve until the 2027 Annual Meeting of Shareholders or until their earlier death, retirement, resignation, or removal, with proxies to be voted FOR each nominee unless otherwise directed.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This advisory (non-binding) Say-on-Pay proposal asks shareholders to approve the overall compensation disclosed for Southwest’s named executive officers for 2025. Management seeks shareholder approval to validate its multi-year, pay-for-performance compensation program that ties 100% of short-term incentive payouts to a Board-approved Scorecard (with a 60% weighting on Operating Margin ex special items and additional customer/operational and major-initiative metrics), and emphasizes long-term alignment via time-based RSUs, performance-based RSUs (ROIC after-tax less Excess Cash over a three-year period with a Peer Group Qualifier), and special “Southwest Even Better” performance RSUs tied to Adjusted EBIT for 2026–2027. The Compensation Committee changed the short-term financial metric to Operating Margin (ex special items) and increased its weighting to reinforce a focus on revenue and cost management; it also granted special Southwest Even Better awards to incentivize execution of transformational initiatives. Management’s defense highlights rigorous committee oversight, independent consultant benchmarking, robust share ownership guidelines, a Clawback Policy, multi-dimensional metrics to balance operational and financial objectives, and that prior say-on-pay support was strong (approximately 94% in favor in 2025). The vote is advisory and non-binding, but the Board will consider the outcome in future compensation deliberations; management recommends FOR to endorse the design and outcomes described in the CD&A. Potential investor concerns include the size and structure of special awards (timing and targets for Southwest Even Better awards), the Board’s discretion to increase certain payouts (up to 200% for some awards), and whether realized pay outcomes sufficiently correlate with long-term shareholder returns; these concerns are partly mitigated by multi-year performance vesting, peer-relative qualifiers, and the Clawback Policy. The proposal’s governance context includes extensive shareholder engagement, recent Board refreshment, and a Compensation Committee comprised of independent directors that directly retained independent consultants. For an institutional analyst evaluating this proposal, the core considerations are: alignment of STI and LTI metrics with durable value creation (Operating Margin and ROIC after-tax less Excess Cash), robustness of performance thresholds and peer-relative qualifiers, the rationale and proportionality of special awards tied to transformation execution, and the Board’s responsiveness to shareholder feedback as reflected in prior high say-on-pay support and ongoing engagement.

3. 3

   Ratification of Selection of Independent Auditors (Ernst & Young LLP

   ManagementBoard: FOR

   Ratify the selection of Ernst & Young LLP as Southwest’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Upcoming shareholder meetings at Southwest Airlines Co’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Southwest Airlines Co 2026 annual meeting?

Southwest Airlines Co (LUV) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Southwest Airlines Co 2026 meeting?

The record date for the Southwest Airlines Co 2026 meeting is Wednesday, March 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Southwest Airlines Co's 2026 meeting?

The board is presenting 11 director nominees at the Southwest Airlines Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Southwest Airlines Co 2026 meeting?

Shareholders will vote on 3 proposals at the Southwest Airlines Co 2026 meeting, each tagged with who proposed it and the board's recommendation.