Southwest Airlines (LUV) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 15, 2019

	SOUTHWEST AIRLINES CO.
	(Exact name of registrant as specified in its charter)
Texas	1-7259	74-1563240
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)
☐	Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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) orRule 12b-2 of the Securities Exchange Act of 1934 (17 CFR240.12b-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 in Denver, Colorado on Wednesday, May 15, 2019.

(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 2020 Annual Meeting of Shareholders:

	NOMINEE	VOTES FOR		VOTES   AGAINST		ABSTENTIONS		BROKER NON-VOTES
	David W. Biegler		414,580,590		13,992,608		1,035,012		77,094,421
	J. Veronica Biggins		422,997,315		5,682,069		928,826		77,094,421
	Douglas H. Brooks		422,609,599		5,871,684		1,126,927		77,094,421
	William H. Cunningham		400,728,192		27,775,739		1,104,279		77,094,421
	John G. Denison		422,242,447		6,351,592		1,014,171		77,094,421
	Thomas W. Gilligan		425,327,990		3,044,779		1,235,441		77,094,421
	Gary C. Kelly		412,205,937		13,074,453		4,327,820		77,094,421
	Grace D. Lieblein		425,613,269		3,048,460		946,481		77,094,421
	Nancy B. Loeffler		412,559,636		16,108,762		939,812		77,094,421
	John T. Montford		410,457,041		18,175,316		975,853		77,094,421
	Ron Ricks		419,984,593		8,655,392		968,225		77,094,421
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
			413,388,186		14,942,068		1,277,956		77,094,421
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, 2019:
		VOTES FOR		VOTES AGAINST		ABSTENTIONS		BROKER NON-VOTES
			488,774,849		16,447,601		1,480,181		0
4.  Proposal 4 – An advisory (non-binding) vote on a shareholder proposal to require an independent board chairman:
		VOTES FOR		VOTES AGAINST		ABSTENTIONS		BROKER NON-VOTES
			89,762,720		337,951,339		1,894,151		77,094,421

5.  Proposal 5 – An advisory(non-binding) vote on a shareholder proposal to amend the Company’s proxy access bylaw provision:
	VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON- VOTES
	92,201,890	334,496,805	2,909,515	77,094,421

(c) Not applicable.

(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 20, 2019	By:	/s/ Mark R. Shaw
		Mark R. Shaw, Executive Vice President & Chief   Legal & Regulatory Officer