DEFA14A 1 d503384ddefa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant☒Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ |  | Preliminary Proxy Statement
☐ |  | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ |  | Definitive Proxy Statement
☒ |  | Definitive Additional Materials
☐ |  | Soliciting Material Pursuant to §240.14a-12

Southwest Airlines Co.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ |  | No fee required.
☐ |  | Fee paid previously with preliminary materials.
☐ |  | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Your Vote Counts! SOUTHWEST AIRLINES CO. 2024 Annual Meeting Vote by May 14, 2024 11:59 PM ET. For shares held in the Southwest Airlines Co. ProfitSharing Plan, vote by May 13, 2024 11:59 PM ET SOUTHWEST AIRLINES CO. 2702 LOVE FIELD DRIVE DALLAS, TEXAS . 75235 V30422-P06606 You invested in SOUTHWEST AIRLINES CO. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 15, 2024. Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 1, 2024. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Vote Virtually at the Meeting* Point your camera here and May 15, 2024 10:00 a.m., Central Daylight Time vote without entering a control number Virtually at: www.virtualshareholdermeeting.com/ LUV2024 *Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.A. Company Proposals
1. Election of Directors
Nominees:
1a. Lisa Atherton For 1b. David W. Biegler For 1c. J. Veronica Biggins For 1d. Roy Blunt For 1e. Douglas H. Brooks For 1f. Eduardo F. Conrado For 1g. William H. Cunningham For 1h. Thomas W. Gilligan For 1i. David P. Hess For 1j. Robert E. Jordan For 1k. Gary C. Kelly For 1l. Elaine Mendoza For 1m. Christopher P. Reynolds For 1n. Jill A. Soltau For
2. Advisory vote to approve the compensation of the Company’s named executive officers. For
3. Approval of the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan. For
4. Ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024.
B. Shareholder Proposals
5. Advisory vote on shareholder proposal to amend clawback policy for executive pay. Against
6. Advisory vote on shareholder proposal to permit shareholder removal of directors without cause. AgainstPrefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.
V30423-P06606