Skip to main content

SOUTHWEST AIRLINES CO

For the period ended May 7, 2026. Filed Mar 27, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2026 · Filed Mar 27, 2026

LUV$44.45+0.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

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. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

Southwest Airlines Co.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual

Meeting of Shareholders

To the Shareholders:

The Annual Meeting of the Shareholders of Southwest Airlines Co. (the “Company”) will be held on Thursday, May 7, 2026. The Annual Meeting will be a completely virtual meeting. You may attend the Annual Meeting online at the following website address: www.virtualshareholdermeeting.com/LUV2026 and by entering the 16-digit control number you received in the proxy materials. The Annual Meeting will begin at approximately 4:00 p.m., Central Daylight Time, with online login beginning at 3:45 p.m., Central Daylight Time, via a live webcast on the Internet.

The Annual Meeting is being held for the following purposes:

(1)to elect eleven Directors;
(2)to conduct an advisory (non-binding) vote to approve named executive officer compensation;
(3)to ratify the selection of Ernst & Young LLP as Southwest’s independent auditors for the fiscal year ending December 31, 2026; and
(4)to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

March 11, 2026, 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 efficient 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,

Jeff Novota

Corporate Secretary

March 27, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 2026 We have elected to take advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to their shareholders on the Internet. These rules allow us to provide information Shareholders need while lowering the costs of delivery. Southwest’s Notice of Annual Meeting, Proxy Statement for the 2026 Annual Meeting of Shareholders, and Annual Report to Shareholders for the fiscal year ended December 31, 2025 are available atwww.southwestairlinesinvestorrelations.com/financials

A Message from our Independent Chair

Dear Shareholder:

I joined the Southwest Airlines Board in 2010 and have had the privilege of helping the Company navigate numerous changes and challenges, including the AirTran Airways acquisition, the launch of international service, the repeal of the Wright Amendment, the evolution of the Company’s loyalty program, the Company’s fleet modernization initiatives, the industry-wide MAX grounding, and the COVID-19 pandemic. On August 1, 2025, the Board elected me independent Chair, succeeding Rakesh Gangwal, who remains an active Director and chairs the Board’s Fleet Oversight Committee. My years on the Board, through periods of growth, challenge, and meaningful change, have prepared me well for the honor of serving as Chair in this new era of transformation at Southwest.

I want to thank Rakesh for his leadership, vision, and tireless dedication as Southwest embarked on this journey of immense change. His perspective as a visionary leader with decades of industry experience remains invaluable to the Board and to the Company.

Last year’s message to Shareholders highlighted some of the challenges as we entered 2025—an insidious operating margin squeeze, the need to move with speed and intensity, and the imperative to pursue revenue opportunities through both innovation and practices long established in the industry. The Southwest team rose to the occasion, delivering one of the most ambitious sets of changes in the Company’s history—modernizing our product, expanding revenue opportunities, evolving our commercial platform, and elevating the Customer experience.

This transformation has strengthened Southwest’s competitive position and is translating into meaningful value creation. Southwest delivered a total shareholder return of

roughly 25 percent and was named the best airline by the Wall Street Journalin 2025, and we entered 2026 forecasting significantly improved year-over-year earnings. While the results in 2025 are commendable and the Company’s momentum in 2026 is encouraging, a great deal of work remains. The Board and management remain focused on disciplined execution, relentless pursuit of opportunities, and superior financial performance. While there has been significant progress, we remain far from satisfied.

It is an exciting time at Southwest, and the future holds great opportunities for the Company. We are committed to capitalizing on those opportunities and continuing to drive value for Employees, Customers, Shareholders, and the communities we serve.

On behalf of the Board, thank you for your continued support of Southwest Airlines.

Sincerely,

Douglas H. Brooks Chair of the Board

Southwest Airlines 2026 Proxy Statement

A Message from our President, Chief Executive Officer & Vice Chairman

Dear Shareholder,

This past year was transformational for Southwest Airlines, as we executed the most ambitious set of changes in our history. That foundation provides strong momentum, and positions the Company well for both long-term success and significant earnings growth in 2026. In my 38 years with Southwest, I have never seen our People deliver more change, or with greater focus and urgency, than they did this past year.

On top of this transformation, we were named the best airline of 2025 by The Wall Street Journal. That recognition represents the extraordinary work of our People, who transformed the business while continuing to serve our Customers with unparalleled hospitality and operational excellence.

In January of this year, we reached a historic milestone with the introduction of assigned seating, including new extra legroom and preferred seating products. This was one of the most significant initiatives ever undertaken by the Company, requiring fleet-wide cabin retrofits, new technology capabilities, redesigned policies and procedures, and extensive Employee training. Our People rose to the challenge and delivered on schedule, all while keeping our operation safe, reliable, and focused on our Customers.

Our results in 2025 were supported by a comprehensive set of additional initiatives that also laid the groundwork for 2026 and beyond, including:

•changing our product offering with the introduction of bag fees, a new Basic fare, and updated flight credit expiration
•optimizing our Rapid Rewards® program, including variable earn and burn rates
•reaching an amended co-brand agreement with Chase that provides enhanced benefits and improved economics
•launching free Wi-Fi for Rapid Rewards Members through our partnership with T-Mobile
•expanding our online presence through new partnerships with Expedia and Priceline
•announcing six new international partnerships with Icelandair, EVA Air, China Airlines, Philippine Airlines, Condor, and Turkish Airlines
•launching Getaways by Southwest™, our in-house vacations product
•adding redeye flying to improve aircraft utilization and network connectivity
•reducing turn times across the system to support greater aircraft utilization

Together, these changes modernized our product, diversified our revenue opportunities, increased our efficiency, and broadened our network reach, positioning us for stronger, sustained financial performance.

None of this would have been possible without our People. They delivered some of the most complex and consequential changes in the Company’s 54-year history, and I am immensely proud of them. Assigned seating marked a new era for Southwest Airlines, but our essential difference remains the same—our People and their Heart for serving each other and our Customers.

In addition to our transformational efforts, the Company returned $2.9 billion to Shareholders in 2025 while maintaining our investment-grade credit rating. This included $2.6 billion in share repurchases, representing approximately 14% of shares outstanding and reflecting our confidence in the value created by the Company’s transformational initiatives.

A year ago, in my message to Shareholders, I said we were just getting started in propelling our airline forward. While we have made tremendous progress, and the momentum is gratifying, we are not letting up. We will continue to evolve to meet the needs of our Customers, and remain resolute in pursuing opportunities that provide value for our Shareholders.

Thank you for your continued investment in and support of Southwest Airlines.

Sincerely,

Bob Jordan

President, Chief Executive Officer, & Vice Chairman of the Board

Southwest Airlines 2026 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.