Southwest Airlines (LUV) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 7, 2026, to elect eleven directors, approve executive compensation, ratify Ernst & Young LLP as auditors, and address other business.

• The company underwent a major transformation in 2025, introducing assigned seating, bag fees, new fare products, and expanded partnerships, resulting in a 25% total shareholder return and recognition as the best airline by the Wall Street Journal.

• $2.9 billion was returned to shareholders in 2025, including $2.6 billion in share repurchases, while maintaining an investment-grade credit rating.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eleven directors, an advisory say-on-pay vote, and ratification of Ernst & Young LLP as independent auditors.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of eleven nominees, nine of whom are independent, with diverse backgrounds in aviation, finance, technology, and government.

• Board refreshment has been a focus, with significant changes since 2021 and a reduction in board size to eleven in 2026.

• Governance best practices include annual director elections, majority vote standards, proxy access, independent chair, and robust share ownership guidelines.

• The board conducts annual self-evaluations and engages in regular shareholder outreach.