Elliott targets Southwest Airlines board in bid to shake up leadership

Move is an escalation in a fight over who should lead the airline

By Reuters

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Published: Wed 14 Aug 2024, 3:40 PM

Elliott Investment Management has launched a boardroom battle at Southwest Airlines seeking to replace 10 of 15 directors, as the hedge fund pushes to oust the airline's chief executive and improve performance, it said on Tuesday.

The move is an escalation in a fight over who should lead the airline and how it should change. Southwest's stock price has fallen 24 per cent in the last 52 weeks, as it tries to implement a turnaround plan including adding seats with more legroom, moving to assigned seats and naming a new board member in July.

The board nominees by activist investor Elliott consist of former airlines chief executives, consultants and officials, including former Virgin America CEO David Cush and Robert Milton, the former CEO of Air Canada.

Southwest's board will evaluate Elliott's proposed nominees as part of its ongoing board refreshment process, the airline said on Wednesday.

Shares of the carrier were up 1.5 per cent in premarket trading on Wednesday.

These candidates would give shareholders a choice between the existing board or a new one that "brings relevant expertise, fresh thinking and accountability," Elliott said in a statement.

Last week, Elliott said in a regulatory filing that it had a 7 per cent beneficial ownership, putting it close to the 10per cent stake required for an investor to call a special meeting. The firm has a roughly 11per cent interest including derivatives.

The hedge fund has pushed to replace both Robert Jordan, who has been CEO since 2022, and Executive Chair Gary Kelly, former CEO before Jordan.

Elliott had not shown willingness to engage in any meaningful conversations, CEO Jordan said in an earnings call last month, adding that the airline was taking steps to transform itself.

Earlier on Wednesday, Starbucks named Chipotle Mexican Grill head Brian Niccol as its new CEO after facing pressure from the hedge fund, which had built a $2 billion stake in the coffee chain.

Southwest reacted to Elliott's investment by adopting a shareholder rights plan, or poison pill, that would kick in after an investor acquires 12.5 per cent or more of the stock and allow other shareholders to buy more stock at a discount to try and prevent a takeover.

"We expect investors are unlikely to vote out the current leadership without entertaining go-forward plan, particularly as LUV's recent actions have shown a growing willingness to adapt in ways that challenge Elliott's 'stagnant' characterization," Jefferies said in a note before the formal announcement.

The carrier expects third-quarter unit revenue to be flat to down 2 per cent year-on-year, while non-fuel operating costs are estimated to be up 11 per cent to 13per cent.

Earnings have been under pressure in recent quarters, partly because of delays in plane deliveries from Boeing, which have hit revenue and worsened cost pressures and pricing pressure as an industry-wide overcapacity in the domestic market have dampened airfares.