Over the last couple of months, the battle for control of the Dallas-based Southwest Airlines (LUV) has been nothing but worthy of a season of the hit HBO boardroom show “Succession.”
In its efforts to see current chief executive Bob Jordan and most of the board pushed out over what it classifies as “poor execution and leadership’s stubborn unwillingness to evolve,” hedge fund Elliott Investment Management has purchased enough company stock to be able to put the question to a shareholder vote. To prepare for it, it sent out a letter telling shareholders to buy back their shares to make them eligible in a vote that could take place as soon as the coming days.
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“If any of your shares are currently on loan, you can instruct your broker to recall any loaned shares to ensure you are ‘long’ for your entire eligible position,” Elliott Partner John Pike and Portfolio Manager Bobby Xu wrote in a Sept. 24 letter addressed to shareholders. “Shareholders should be ready for whatever record date is set by the Southwest Board.”
Leadership change ‘counterproductive’: A new player in the Southwest proxy battle emerges
The letter also accuses the airline of setting “false record dates” with banks and brokers in order to limit who will be on the books to vote when the special shareholder meeting is called suddenly. The latest major update comes now that Indian low-cost carrier IndiGo co-founder and current Southwest board member Rakesh Gangwal also took the step of buying more than $100 million of the airline’s stock in an effort to stabilize shares amid upheaval caused by Elliott’s proxy battle.
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Appointed to Southwest’s board in July 2024, Gangwal emerged as a last-minute ally to the airline’s current leadership. He has now purchased 3.6 million shares valued at approximately $100 each.
“I believe changing the board structure and top leadership beyond what has been already announced, would be counterproductive and not in the best interest of shareholders,” Gangwal said in a statement referring to the fact that Southwest already responded to investor pressure by pushing out chairman Gary Kelly and a number of existing board members.
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The latest: Here is where the Southwest proxy battle is at now
All in the effort to own enough shares to be able to unbalance Elliott’s control, Jordan and Kelly also bought or moved around their personal shares in the airline. The filing that the airline made with the U.S. Securities and Exchange Commission (SEC) shows that Jordan bought up 97,872 shares valued at $29.63 each while Kelly moved 84,212 of shares into a family trust while also directly buying an additional 33,921 shares.
Neither of these purchases significantly alters control of the airline — after his purchase, Gangwal now owns approximately 0.6% of the company while more than 10% is needed to call shareholder meetings — but is meant to create the image of an airline that other investors are putting their own money into.
Elliott, in turn, has previously criticized Gangwal as someone who was “chosen in part due to his support for the company’s status-quo leadership and plan” and called his actions in this regard as “only solidify[ing] the case for leadership change.”
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