Elliott, Southwest in early settlement talks for significant board representation, sources say

Elliott Investment Management and Southwest Airlines have been discussing a settlement that would give the activist investor significant representation on the airline’s board, according to people familiar with the matter.

The settlement talks are predicated on a deal that would give Elliott less than full board control, said the people, who asked not to be named because the negotiations are confidential. Southwest’s board will drop to 12 members after Chairman Gary Kelly steps down next year, meaning Elliott would likely end up wither fewer than six selections.

The talks are in early stages, and it’s possible that no deal could be reached, some sources said. Bloomberg News was first to report on the preliminary settlement discussions.

On Monday, Elliott called for a special meeting at the airline, months after the activist revealed it had built an 11% stake at the company. Elliott has said it’s looking to oust CEO Bob Jordan and overhaul the airline’s strategic planning.

Southwest has stuck by Jordan, who joined the Dallas-based carrier almost four decades ago and is now tasked with major changes to the airline’s business model to help drum up revenue and better compete with rivals.

Over the summer, Southwest said it plans to ditch its open-seating model and offer extra legroom seats. Jordan said consumer tastes have changed in recent years, setting the stage for the airline’s biggest shift to its business model in 50 years.

At an investor event last month, Southwest laid out a three-year plan that Jordan claimed would add $4 billion to earnings before interest and taxes in 2027.The airline also said it authorized a $2.5 billion buyback and would slash its Atlanta flights to increase profits. 

Southwest reports third-quarter results on Thursday. The company raised its third-quarter revenue forecast late last month.

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