SOUTHWEST AIRLINES COMMENTS ON ELLIOTT MANAGEMENT'S SPECIAL MEETING REQUEST

Core Viewpoint - Southwest Airlines is facing a challenge from Elliott Investment Management, which has requested a Special Meeting of Shareholders to propose the removal of eight Board members and the election of its own nominees, aiming for control of the Board. The Southwest Board believes this request is disruptive and unnecessary, especially during a critical business transformation period [1][2][3]. Shareholder Engagement - The Board has engaged with shareholders and expressed a preference for a constructive resolution with Elliott, proposing to interview Elliott's candidates and appoint up to three to a restructured Board [2][3]. - Elliott's demands for control and its refusal to allow interviews of its Director candidates have hindered constructive discussions [3]. Board and Governance Changes - Southwest has announced significant Board changes, including six Director retirements and the appointment of three new Directors, aiming for a more effective governance structure [5][6]. - Following these changes, 75% of the Board will have three years or less tenure, reducing the average Board tenure from 6.8 years to approximately 2.5 years [6]. Business Transformation Plan - The company is implementing a comprehensive three-year plan aimed at achieving approximately $4 billion in cumulative incremental run rate EBIT contribution by 2027 and a return on invested capital (ROIC) of 15% or greater [7]. - The Board supports Bob Jordan as the right leader to execute this transformation, emphasizing that leadership changes during this period could be detrimental [7]. Future Steps - The Board will review Elliott's request for a Special Meeting in accordance with its fiduciary duties and Texas law, with no immediate action required from shareholders [4]. - Southwest remains committed to its business transformation and improving financial performance while making meaningful governance changes [4].