Southwest Airlines (NYSE: LUV) details 2026 shareholder voting on directors, pay and auditors

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Southwest Airlines Co. held its Annual Meeting of Shareholders on May 7, 2026, where investors cast votes on board elections, executive pay, and auditors. Shareholders voted on eleven director nominees, with most receiving strong support; for example, Pierre R. Breber received 370,998,884 votes for and 7,870,553 against, while Christopher P. Reynolds received 230,555,780 votes for and 145,944,626 against.

An advisory, non-binding vote on executive compensation received 364,384,778 votes for, 13,450,799 against, and 1,625,281 abstentions, with 62,994,310 broker non-votes. Shareholders also considered a proposal to ratify Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, which received 430,433,346 votes for, 10,943,832 against, and 1,077,990 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Breber director votes: 370,998,884 for; 7,870,553 against Reynolds director votes: 230,555,780 for; 145,944,626 against Say-on-pay votes: 364,384,778 for; 13,450,799 against +3 more

6 metrics

Breber director votes 370,998,884 for; 7,870,553 against Election of Pierre R. Breber as director at 2026 annual meeting

Reynolds director votes 230,555,780 for; 145,944,626 against Election of Christopher P. Reynolds as director at 2026 annual meeting

Say-on-pay votes 364,384,778 for; 13,450,799 against Advisory (non-binding) executive compensation vote at 2026 annual meeting

Say-on-pay broker non-votes 62,994,310 broker non-votes Executive compensation advisory vote at 2026 annual meeting

Auditor ratification votes for 430,433,346 votes for Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 10,943,832 votes against Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Key Terms

broker non-votes, advisory (non-binding) vote, independent auditors, Annual Meeting of Shareholders, +1 more

5 terms

broker non-votes financial

"BROKER NON-VOTES Lisa M. Atherton ... 62,994,310"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) vote regulatory

"Proposal 2 – An advisory (non-binding) vote to approve the compensation"

independent auditors financial

"ratify the selection of Ernst & Young LLP as the Company’s independent auditors"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Annual Meeting of Shareholders regulatory

"The Annual Meeting of Shareholders of Southwest Airlines Co."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Compensation Summary

Compensation details

Key Proposals

Election of eleven Directors for terms expiring at the 2027 Annual Meeting of Shareholders
Advisory (non-binding) vote to approve executive compensation
Ratification of Ernst & Young LLP as independent auditors for fiscal year ending December 31, 2026

Understanding 8-K Material Events →

05/11/2026 - 04:24 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026


SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)

Texas

1-7259

74-1563240

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)


P. O. Box 36611
Dallas,	Texas	75235-1611
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (214) 792-4000


Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the

filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock ($1.00 par value)	LUV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of Shareholders of Southwest Airlines Co. (the “Company”) was held on Thursday, May 7, 2026.

(b) The following matters were voted on by the Company’s Shareholders at the Annual Meeting and received the following votes:

1. Proposal 1 – Election of eleven Directors for terms expiring at the 2027 Annual Meeting of Shareholders:


NOMINEE	VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
Lisa M. Atherton	344,758,477	34,136,329	566,052	62,994,310
Pierre R. Breber	370,998,884	7,870,553	591,421	62,994,310
Douglas H. Brooks	361,664,157	17,194,293	602,408	62,994,310
Sarah E. Feinberg	358,999,977	19,751,763	709,118	62,994,310
Robert L. Fornaro	366,920,758	12,042,125	497,975	62,994,310
Rakesh Gangwal	344,388,346	34,474,149	598,363	62,994,310
David J. Grissen	371,447,254	7,451,577	562,027	62,994,310
David P. Hess	366,280,441	12,466,256	714,161	62,994,310
Robert E. Jordan	367,197,900	11,703,974	558,984	62,994,310
Christopher P. Reynolds	230,555,780	145,944,626	2,960,452	62,994,310
Patricia A. Watson	349,537,426	29,321,846	601,586	62,994,310

2. Proposal 2 – An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers:


VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
364,384,778	13,450,799	1,625,281	62,994,310

3. Proposal 3 – A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026:


VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
430,433,346	10,943,832	1,077,990	0

(d) Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SOUTHWEST AIRLINES CO.

Date: May 11, 2026	By:	/s/ Jeff Novota

		Jeff Novota
		Senior Vice President Chief Legal Officer
		& Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Southwest Airlines (LUV) shareholders vote on at the 2026 annual meeting?

Shareholders voted on eleven director nominees, an advisory executive compensation proposal, and ratification of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, with detailed vote counts disclosed for each item.

How did Southwest Airlines (LUV) shareholders vote on executive compensation in 2026?

Shareholders cast 364,384,778 votes for and 13,450,799 votes against the advisory, non-binding proposal to approve compensation of the named executive officers, with 1,625,281 abstentions and 62,994,310 broker non-votes reported in the results.

What were the 2026 auditor ratification results for Southwest Airlines (LUV)?

The proposal to ratify Ernst & Young LLP as Southwest Airlines’ independent auditors for the fiscal year ending December 31, 2026 received 430,433,346 votes for, 10,943,832 votes against, and 1,077,990 abstentions, with no broker non-votes reported.

Which Southwest Airlines (LUV) director nominee received the most opposition votes?

Christopher P. Reynolds received 145,944,626 votes against, alongside 230,555,780 votes for and 2,960,452 abstentions, plus 62,994,310 broker non-votes. Other nominees generally saw lower opposition and higher support levels in the disclosed voting results.

Did Southwest Airlines (LUV) report broker non-votes in the 2026 shareholder meeting results?

Yes. For director elections and the advisory executive compensation vote, Southwest Airlines reported 62,994,310 broker non-votes. For the auditor ratification proposal, the company reported zero broker non-votes in the disclosed voting tallies.

Filing Exhibits & Attachments

4 documents