Southwest Gas (NYSE: SWX) investors approve directors, pay plan and PwC for 2026

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Southwest Gas Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on May 7, 2026. Holders of approximately 64,890,029 common shares were represented in person or by proxy.

Stockholders elected 11 directors, with each nominee receiving over 60,974,923 votes "for" and relatively few "withhold" votes. They also approved, on a non-binding advisory basis, the Company’s executive compensation with 60,023,164 votes in favor versus 1,391,423 against and 123,355 abstentions.

In addition, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026, with 63,689,643 votes "for," 1,130,062 "against," and 70,323 abstentions. Routine broker non-votes were recorded on the director and compensation proposals.

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

Shares represented at meeting: 64,890,029 shares Director votes for Justin L. Brown: 61,358,941 for Lowest director "for" vote: 60,974,923 for +3 more

6 metrics

Shares represented at meeting 64,890,029 shares Common stock represented in person or by proxy at Annual Meeting

Director votes for Justin L. Brown 61,358,941 for Proposal 1 director election; 179,003 withhold and 3,352,085 broker non-votes

Lowest director "for" vote 60,974,923 for Leslie T. Thornton director election; 563,020 withhold and 3,352,085 broker non-votes

Say-on-pay support 60,023,164 for Advisory vote on executive compensation; 1,391,423 against, 123,355 abstain

Auditor ratification votes 63,689,643 for Ratification of PwC for fiscal 2026; 1,130,062 against, 70,323 abstain

Broker non-votes on Proposals 1-2 3,352,085 shares Broker non-votes recorded on director elections and executive compensation

Key Terms

broker non-votes, non-binding, advisory basis, independent registered public accounting firm, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"Broker Non-Votes Justin L. Brown | 61,358,941 | 179,003 | 3,352,085"

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.

non-binding, advisory basis financial

"approved, on a non-binding, advisory basis, the Company’s executive compensation"

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"The Annual Meeting of Stockholders (“Annual Meeting”) of Southwest Gas Holdings, Inc. was held"

Understanding 8-K Material Events →

05/11/2026 - 05:17 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 GAS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37976

81-3881866

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

8360 S. Durango Drive

Post Office Box 98510

Las Vegas, Nevada 89193-8510

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (702) 876‑7237

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Southwest Gas Holdings, Inc. Common Stock, $1 Par Value

SWX

New York Stock Exchange

Preferred Stock Purchase Rights

N/A

New York Stock Exchange

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))

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

The Annual Meeting of Stockholders (“Annual Meeting”) of Southwest Gas Holdings, Inc. (“Company”) was held on May 7, 2026. Holders of approximately 64,890,029 shares of common stock, $1 par value per share, of the Company were represented in person or by proxy. At the Annual Meeting, the Company’s stockholders (i) elected each of the persons listed below to serve as a director of the Company for a term that will continue until the next Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified or the director’s earlier resignation, death, or removal, (ii) approved, on a non-binding, advisory basis, the Company’s executive compensation, and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026. The following tables present the final results of voting on each of the matters submitted to a vote at the Annual Meeting:

Proposal 1. The election of directors.


Name	For	Withhold	Broker Non-Votes
Justin L. Brown	61,358,941	179,003	3,352,085
Molly R. Carson	61,354,098	183,845	3,352,085
E. Renae Conley	61,256,903	281,041	3,352,085
Andrew W. Evans	61,368,753	169,190	3,352,085
Leezie Kim	61,337,724	200,219	3,352,085
Jane Lewis-Raymond	61,129,650	408,293	3,352,085
Henry P. Linginfelter	61,351,122	186,822	3,352,085
Carlos A. Ruisanchez	60,998,409	539,534	3,352,085
Brian E. Sandoval	61,232,184	305,760	3,352,085
Ruby Sharma	61,318,542	219,401	3,352,085
Leslie T. Thornton	60,974,923	563,020	3,352,085

Proposal 2. Advisory vote to approve the Company's executive compensation.


For	Against	Abstain	Broker Non-Votes
60,023,164	1,391,423	123,355	3,352,085

Proposal 3. The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal year 2026.


For	Against	Abstain
63,689,643	1,130,062	70,323

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 GAS HOLDINGS, INC.

May 11, 2026						/s/ Catherine M. Mazzeo
						Catherine M. Mazzeo
						Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Southwest Gas Holdings (SWX) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three main items: electing 11 directors, approving executive compensation on an advisory basis, and ratifying PricewaterhouseCoopers LLP as independent auditor for fiscal 2026. All three proposals received sufficient shareholder support to pass.

How many Southwest Gas Holdings (SWX) shares were represented at the 2026 annual meeting?

Approximately 64,890,029 shares of Southwest Gas Holdings common stock were represented in person or by proxy at the 2026 Annual Meeting. This share count reflects the voting base present when stockholders acted on director elections, executive compensation, and auditor ratification proposals.

Were all Southwest Gas Holdings (SWX) director nominees elected in 2026?

Yes. All 11 director nominees, including Justin L. Brown, Molly R. Carson, and others, were elected. Each received more than 60,974,923 votes “for,” with relatively small withhold votes and 3,352,085 broker non-votes recorded on the director election proposal.

How did Southwest Gas Holdings (SWX) shareholders vote on executive compensation?

Shareholders approved Southwest Gas Holdings’ executive compensation on a non-binding, advisory basis. The vote totaled 60,023,164 shares “for,” 1,391,423 “against,” and 123,355 abstentions, with 3,352,085 broker non-votes. This indicates overall support for the company’s current executive pay program.

Which audit firm did Southwest Gas Holdings (SWX) shareholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Southwest Gas Holdings’ independent registered public accounting firm for fiscal year 2026. The ratification received 63,689,643 votes “for,” 1,130,062 “against,” and 70,323 abstentions, confirming continued shareholder acceptance of PwC as auditor.

What are broker non-votes in the Southwest Gas Holdings (SWX) 2026 voting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. For Southwest Gas Holdings’ 2026 meeting, 3,352,085 broker non-votes were recorded on the director elections and executive compensation proposals, but these shares still counted toward overall meeting representation.

Filing Exhibits & Attachments

4 documents