SOUTHWEST AIRLINES CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Southwest Airlines Co.

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Notice of Annual Meeting of Shareholders

To the Shareholders:

The Annual Meeting of the Shareholders of Southwest Airlines Co. will be held on Wednesday, May 15, 2024. The Annual Meeting will be a completely virtual meeting. You may attend the Annual Meeting online at the following website address: www.virtualshareholdermeeting.com/LUV2024 and by entering the 16-digit control number you received in the proxy materials. The Annual Meeting will begin at approximately 10:00 a.m., Central Daylight Time, with online login beginning at 9:45 a.m., Central Daylight Time, via a live webcast on the Internet.

The Annual Meeting is being held for the following purposes:

March 19, 2024, is the date of record for determining Shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

Your vote is important. As described in your electronic proxy materials notice, please vote by accessing the Internet website. If you received printed copies of the materials, you also have the option of (1) calling the toll-free number on the proxy or voting instruction card; or (2) signing, dating, and mailing the proxy or voting instruction card. We encourage you to vote via the Internet, as this is the most cost-effective method. In addition, if you vote via the Internet, you may elect to have next year’s Proxy Statement and Annual Report to Shareholders delivered to you electronically. We encourage you to enroll in electronic delivery, as it is a cost-effective, more sustainable way for us to provide you with proxy materials and annual reports. Even if you plan to attend the virtual Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend online.

By Order of the Board of Directors,

Mark R. Shaw

Corporate Secretary

April 5, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2024 We have elected to take advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish proxymaterials to their shareholders on the Internet. These rules allow us to provide information Shareholders need while lowering thecosts of delivery and reducing the environmental impact of our Annual Meeting. Southwest’s Notice of Annual Meeting, ProxyStatement for the 2024 Annual Meeting of Shareholders, and Annual Report to Shareholders for the fiscal year endedDecember 31, 2023 are available at www.ProxyVote.com

A Message from our Executive Chairman and Lead Director

We experienced a challenging start to 2023 following Winter Storm Elliott in late December 2022 when the Company experienced wide-scale operational disruptions as a result of extreme winter weather across a significant portion of the United States, which impacted our operational plan and flight schedules. Immediately following the event and throughout 2023, the Board of Directors exercised its oversight of the Company’s response to the disruption. The Board formed an Operations Review Committee in early January 2023 to oversee management’s review of the disruption, mitigate the likelihood of a recurrence, and improve operational resiliency. In March 2023, the Company’s management released an action plan to improve winter weather operations, accelerate operational-related investments, and enhance cross-team collaboration. The plan was thoroughly vetted with the Board’s Operations Review Committee and the entire Board. We are very pleased that all of the key improvements to winter operations were completed as of October 2023—on schedule and in advance of the winter season. Thanks to these actions taken by management, our winter operations have proved to be resilient in the face of peak travel periods and weather difficulties.

In addition to actively overseeing the Company’s efforts to restore trust with our People, Customers, and Shareholders, the Board, along with the Nominating and Corporate Governance Committee, continued its focus on evolving the composition of the Board to align with the Company’s long-term business and strategic needs. In recent years, the Nominating and Corporate Governance Committee has sought to identify prospective Directors with a view toward maintaining an effective mix of skills and experience, introducing fresh perspectives while balancing continuity, and continuing to strive for diverse representation. This focus on refreshment has resulted in the appointment of seven new Directors to the Board in three years: David P. Hess in 2021, Robert E. Jordan and Christopher P. Reynolds in 2022, and Jill A. Soltau, Elaine Mendoza, Eduardo F. Conrado, and Senator Roy Blunt in 2023. Our new Directors provide increased diversity in terms of experience, industry, geography, gender, ethnicity, and race. This year we are excited to nominate Lisa M. Atherton as a candidate to join the Board and stand for election with the other Board nominees at the Annual Meeting.

Directors John T. Montford and Ron Ricks will not be standing for re-election and will retire effective immediately following the Annual Meeting. The Board and the entire Company owe Directors Montford and Ricks a debt of gratitude for their long, dedicated, and effective service to Southwest Airlines.

Southwest Airlines has a proud 53-year history, and we remain focused on the Company’s Purpose to connect People to what’s important in their lives through friendly, reliable, and low-cost air travel. In 2024, providing exceptional Customer Service and a high-quality product at a low fare, and executing against a robust set of strategic initiatives designed to deliver Shareholder value, are of paramount importance to all Southwest Airlines Employees.

On behalf of the Board of Directors and the Company, we invite you to attend the Annual Meeting of Shareholders on May 15, 2024, at 10:00 a.m. Central Time. This year’s meeting will be held virtually.

Please review this Proxy Statement to learn more about our Board, governance practices, compensation philosophy and practices, and other matters to be voted upon. Your vote is important. We encourage you to vote your shares online, by telephone, or by mail before the Annual Meeting or by virtually attending the Annual Meeting.

Thank you for your continued support of Southwest Airlines.

Sincerely,

Southwest Airlines 2024 Proxy Statement

A Message from our President & Chief Executive Officer

I joined Southwest Airlines in 1988, and it has been an honor to play a role in helping build the storied history of this great Company. I am proud of what we have achieved and the foundational strengths that endure today: our Heart for service, a robust domestic network, operational reliability, strong financial performance over the years, and, of course, our legendary Culture. But the greatest honor and gift of all has been time spent with our amazing People. They are the “secret weapon” and foundation of our success, and they are the reason a small upstart airline from Texas was able to give America the Freedom to Fly and grow to become the largest domestic airline in the United States 1. I am exceedingly proud of them, and it is a privilege to work alongside them each and every day.

In my 36 years with the Company, we have faced many, many challenges and, in turn, always responded with a combination of perseverance, adaptability, and Warrior Spirit. This past year was no exception. At our 2022 Investor Day, we shared our five priorities for 2023: live our Southwest Way Values, build on our legendary Hospitality, be consistently reliable and operate with excellence, restore our network and fly our full fleet, and produce strong financial results and improve our low-cost edge. I am extremely proud of our progress and accomplishments in 2023—we ended the year a better Company and plan to do the same in 2024. While I am encouraged by our accomplishments and successes, and extremely optimistic about our future and where we are headed, we have much work still to do. We continue to take proactive steps designed to improve efficiency and financial results; we will relentlessly pursue our financial goals. Period.

Our financial performance is detailed comprehensively in our public filings—I will focus briefly on the drivers of our year-over-year earnings performance. We had record operating revenues in 2023 of $26.1 billion, a 9.6% increase on a year-over-year basis. Increases in revenues were driven by 14.7% year-over-year capacity growth as well as robust demand for our product. In addition to record operating revenues, we produced records for Passengers carried, Rapid Rewards® revenue, and ancillary revenues. Leisure travel demand remained strong, and business travel had modest improvement. The increase in revenue, however, was offset by inflationary cost pressures, primarily from the impact of market-driven labor wage rates and planned maintenance expenses.

We entered 2023 with headwinds caused by Winter Storm Elliott and the resulting operational disruption. While that event was very difficult for our Customers and Employees, I am extremely proud of how we went above and beyond in our response and how our Team took swift action to analyze and understand the root causes of the event. An action plan to enhance our winter

operation’s reliability and recoverability was quickly developed, and key improvements were implemented in October 2023—well before the winter season. We completed 74 complex and expansive initiatives, including additional deicing capacity, staffing and training, and cross-Team collaboration improvements. Also, we implemented new technologies that integrate the recovery of aircraft and Crew networks and improve our capabilities significantly to manage irregular operations. As a result of these efforts, our operational performance this past winter was strong even when tested by six named winter storms in January 2024 alone. Nearly all operational and Customer metrics improved in 2023 compared with 2022, and we are pleased with the continued improvement. I am very grateful to our Board of Directors for their involvement and oversight through the entire process, and above all, I am proud of our People for their resiliency and efforts to become a better airline.

We also made significant Customer Experience improvements by completing a major upgrade to our onboard WiFi, accelerating the installation of larger bins and in-seat power, and selecting a new seat and interior—the latter expected to enter service beginning in 2025. Our low fares and all-in value for our Customers continued to grow even stronger with bags that still fly free 2, no change fees 3, Rapid Rewards points that don’t expire 4, flight credits that don’t expire 5, and the introduction of a new policy that will provide additional compensation to Customers during controllable cancellations and long delays 6. And, for our Employees, we made significant progress on new labor agreements, completing 10 of 11 agreements in the past 18 months and a tentative agreement on the 11th, providing competitive market compensation packages.

Efforts to modernize the operation and Customer Experience are expected to accelerate in 2024 as we work to drive additional improvements. These efforts include initiatives to improve our already efficient aircraft turns—critical to aircraft utilization—by

completing the implementation of new turn technologies, such as the electronic flight deck, on our path towards a paperless turn which is expected to take roughly 60 million pieces of paper out of the operation per year. We are also making significant improvements to the Southwest app, including adding self-service options designed to improve Customer Satisfaction while simultaneously reducing transactions that would otherwise require handling by a Customer Service Agent. Further, machine-learning and artificial intelligence technologies are being deployed with the goal of reducing the time to research and respond to Customer inquiries, again improving efficiency and reducing costs.

I am also proud of the progress we continue to make against our environmental, social, and governance (“ESG”) goals. Our

Southwest Airlines 2024 Proxy Statement

investment in SAFFiRE Renewables, LLC made exciting progress in 2023, focused on innovative technology designed to harvest and convert corn stover to ethanol that can then be upgraded to sustainable aviation fuel. During 2023, we also formed Southwest Airlines Renewable Ventures LLC, a wholly owned company focused on investments that advance our ESG goals, initiatives, and strategies.

Finally, we successfully restored our network in 2023 and reached full utilization of our fleet. As travel patterns continue to change, we have implemented significant network changes. We will continue to adjust our network and commercial plans proactively to align with Customer demand and drive revenue productivity from our capacity. Simultaneously, we are pursuing cost-saving opportunities through reducing discretionary spending and wringing out headcount inefficiencies. We recently took swift action to address staffing levels, including suspending Pilot, Flight Attendant, and Customer Support & Services hiring classes through the end of 2024. We are also carefully limiting hiring for corporate support and evaluating staffing levels in all workgroups as we continue focusing on running a more efficient operation. We plan to end 2024 with headcount down significantly compared with year-end 2023.

We are further adjusting our 2024 network, capacity, and capital spending plans as we continue to experience aircraft delivery delays from The Boeing Company (“Boeing”). Boeing recently reduced expected 2024 deliveries to 46 MAX-8 aircraft versus a prior expectation of 58 MAX-8 aircraft and 21 MAX-7 aircraft and our contractual plan of 85 total MAX aircraft. We are responding to this challenge by rapidly re-optimizing late summer through end-of-year 2024 schedules with lower capacity.

As we look to execute against our goals, our enduring strengths remain: a best-in-class and investment grade balance sheet, a robust domestic network, legendary Hospitality, and

operational excellence. We have wide-ranging and exciting plans to continue modernizing our operations and Customer Experience, and we are committed to making progress against our financial goals and delivering sustained returns over time. Achieving these goals will not be easy, but they are non-negotiable. Our Culture is strong, and nothing can match our greatest weapon: our People. Their commitment to working hard, having fun, and serving each other and our Customers built Southwest Airlines and will continue to be our industry differentiator. With their enduring Warrior Spirit, I am excited about our future and confident in our ability to deliver on our goals—this year and beyond.

From all of us at Southwest Airlines, thank you for your confidence and for being a Shareholder.

Sincerely,

Robert E. Jordan

President & Chief Executive Officer

Southwest Airlines 2024 Proxy Statement