Southwest Airlines Rejects Elliott's Call For Immediate CEO Change

(RTTNews) - Southwest Airlines Co., which is being targeted for a revamp by its shareholder Elliott Investment Management L.P., issued a response to the latter's open letter, confirming its stand in the discussed issues, including director appointments and a change of its Chief Executive Officer.

Responding to Elliott's second open letter demanding immediate CEO change, the airline stated that its Board strongly believes that CEO Bob Jordan is the right leader to successfully execute the firm's robust strategy to transform the airline, and that any leadership change amid such a significant transformation would be detrimental to all shareholders.

Elliott, which holds around 11 percent economic interest in Southwest, in its letter had earlier said that it plans to call a special shareholder meeting as early as next week aiming to overhaul the airline's leadership. Elliott Partner John Pike and Portfolio Manager Bobby Xu wrote that although Elliott's goal has been to collaborate with Southwest to restore accountability and best-in-class financial performance, Southwest has chosen a go-it-alone path, featuring a chaotic series of defensive actions, with the goal of obstructing a leadership change that is urgently needed.

Southwest, in its latest statement ahead of the company's long-planned Investor Day set for September 26, stated that it has made every effort to reach a constructive resolution with Elliott, which completely failed to engage constructively, and also continued to launch public ambushes and is seeking to disrupt the Investor Day.

The company also warned that handing control of the Board to Elliott and its Director candidates, when Elliott has not articulated any ideas for improving Southwest's business plan and operations, would present a catastrophic risk.

The company added that Elliott, before even speaking with CEO Jordan or hearing about the company's plans, predetermined its position and has remained entrenched in demanding a supermajority of the Board and immediate CEO change.

Southwest also alleged that Elliott has publicly threatened to call a special meeting. In response, Southwest has been taking necessary preliminary steps, including notifying the New York Stock Exchange of potential record dates, to ensure it is well-prepared for all scenarios and can meet its special meeting obligations, especially given that setting a record date under SEC rules typically takes several weeks.

Southwest said, "It is clear Shareholders desire that Southwest engage and seek a compromise with Elliott that is in all Shareholders' best interests and allows the Company to focus on executing its transformative strategy to move the Southwest forward. The Board has repeatedly sought to do exactly this, but acquiescing to a single Shareholder's demand for absolute control of the Company is not a compromise."

Southwest said its Board is willing to consider in good faith Elliott's Director candidates for appointment to the Board, if Elliott allows the Board to meet them.

If Elliott submits a request for a special meeting, the board will carefully review it in good faith, and shareholders need not take action at this time, the firm noted.

Elliott in June had built nearly $1.9 billion stake in the airline, which had been reporting loss as well as weak profits in the past few quarters. Elliot in a letter then attributed the poor financial performance to outdated business software and monetization strategy, poor leadership, and lack of accountability.

The investment manager, which manages around $69.7 billion in assets as of June 30, earlier this month has crossed the 10 percent threshold in Southwest, allowing the firm to call a special meeting.

Amid the escalating issues, the airline's Board in early July approved a limited-duration Shareholder rights plan, also referred to as a poison pill, aiming to safeguard the firm from hostile takeovers by requiring bidders to negotiate with the board rather than directly with shareholders.