Southwest Gas Holdings, Inc.
For the period ended May 7, 2026. Filed Mar 23, 2026.
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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 23, 2026
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | x | Filed by a Party other than the Registrant | o |
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Check the appropriate box:
| o | Preliminary Proxy Statement |
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| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Under Rule 14a-12 |
Southwest Gas Holdings, Inc.
(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 all boxes that apply):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(i)(1) and 0-11. |
Letter to Our Stockholders
Dear Fellow Stockholders:On behalf of the Board of Directors (the “Board”), we thank you for your continued support of Southwest Gas Holdings, Inc. (“we,” “us,” “our,” or the “Company”) during a pivotal year for the Company. As stewards of the Company and your investment, we remain committed to strong governance, active oversight, and a disciplined strategy that supports long-term value creation.In 2025, we completed the separation of Centuri Holdings, Inc. (“Centuri”), positioning the Company as a fully regulated natural gas business. This transformation strengthened the Company’s financial profile, sharpened operational focus, and increased strategic flexibility. With this focus, we are delivering safe, reliable, and affordable natural gas service to our communities and supporting their growing energy needs.The Company delivered strong financial and operational performance during 2025. We reinforced the balance sheet, eliminated debt at the Company level, and earned credit rating upgrades, enhancing liquidity and financial flexibility. Engagement with our stockholders remains a priority for the Board and an important component of our governance practices. Last fall, as part of our regular engagement efforts, we conducted extensive investor outreach, inviting stockholders representing approximately 59% of our outstanding shares (as of July 25, 2025) to engage on corporate governance and executive compensation matters. Through these discussions, the Board and management received valuable feedback. These perspectives continue to inform our ongoing oversight and decision-making processes, which we believe enhances our alignment with stockholder interests.The Board remains committed to sustainable long-term stockholder value. As a Company leadership transition takes place in May 2026, we are focused on financial performance, regulatory engagement, and supporting the growing energy needs of our communities. We are grateful for your trust and look forward to building on this momentum in the year ahead.Sincerely yours,Karen S. HallerPresident and Chief Executive OfficerE. Renae ConleyChair of the Board of Directors
| 2026 Notice and Proxy | i |
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Table of Contents
| LETTER TO OUR STOCKHOLDERS | i | |
|---|---|---|
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 1 | |
| ABOUT SOUTHWEST GAS HOLDINGS, INC. | 2 | |
| PROXY STATEMENT SUMMARY | 4 | |
| BOARD AND GOVERNANCE MATTERS | 9 | |
| Proposal 1: Election of Directors | 9 | |
| Board of Directors | 10 | |
| Director Biographies | 10 | |
| Director Skills and Qualifications | 21 | |
| Selection of Directors | 23 | |
| Corporate Governance | 28 | |
| Corporate Governance Highlights | 28 | |
| Board Structure and Operations | 28 | |
| Board Oversight Responsibilities | 33 | |
| Other Governance Policies and Practices | 36 | |
| Director Compensation | 38 | |
| Director Compensation Narrative | 38 | |
| 2025 Director Compensation Table | 40 | |
| Stock Ownership Guidelines for Non-Employee Directors | 41 | |
| Prohibition on Pledging and Hedging | 41 | |
| EXECUTIVE OFFICERS | 42 | |
| EXECUTIVE COMPENSATION | 43 | |
| Proposal 2: Advisory Vote to Approve the Company’s Executive Compensation | 43 | |
| Compensation Discussion and Analysis | 44 | |
| Executive Summary | 44 | |
| Compensation Philosophy and Objectives | 50 | |
| Compensation Program Administration | 51 | |
| 2025 Executive Officer Compensation | 54 | |
| Other Compensation Policies and Practices | 65 | |
| Compensation Committee Report | 67 | |
| Executive Compensation Tables | 68 | |
| Summary Compensation Table (2025, 2024 and 2023) | 68 | |
| Grants of Plan-Based Awards (2025) | 71 | |
| Outstanding Equity Awards at Fiscal Year-End 2025 | 73 | |
| Stock Vested During 2025 | 74 | |
| Pension Benefits | 75 | |
| Nonqualified Deferred Compensation (2025) | 76 | |
| Post-Termination Benefits | 77 | |
| Pay Ratio Disclosure | 81 | |
| Pay Versus Performance | 82 | |
| AUDIT MATTERS | 88 | |
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| Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm | 88 | |
| Selection and Engagement of the Independent Registered Public Accounting Firm | 89 | |
| Independent Auditor Fees | 89 | |
| Pre-Approval Policy and Procedures | 90 | |
| Audit Committee Report | 90 | |
| SECURITIES OWNERSHIP BY DIRECTORS, DIRECTOR NOMINEES, NAMED EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS | 91 | |
| Directors, Director Nominees, and Named Executive Officers | 91 | |
| Certain Beneficial Owners | 92 | |
| SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING | 93 | |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 94 |
| ii | Southwest Gas Holdings, Inc. |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.