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TMCNet:  SOUTHWEST AIRLINES CO FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

[May 19, 2014]

SOUTHWEST AIRLINES CO FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Deferred Compensation Plan On May 13, 2014, the Company's Board of Directors (the "Board") adopted the Southwest Airlines Co. Deferred Compensation Plan for Senior Leadership and Non-Employee Members of the Southwest Airlines Co. Board of Directors (the "Plan"), effective for plan years beginning on and after January 1, 2015. The Plan provides a means by which eligible individuals may defer funds for their retirement. Eligible individuals include (i) non-employee Board members and (ii) a select group of highly compensated employees (including employees who are listed as "named executive officers" in the Company's proxy statements from time to time) who are part of the Company's Senior Management Committee (or a successor or similar group) and who are not eligible to participate in the Southwest Airlines Co. 2005 Deferred Compensation Plan for Pilots. The Plan will be administered by a committee appointed by the Board (the "Committee"), which will have sole discretion to determine the employees eligible to participate in the Plan from time to time. No benefits have been provided under the Plan as of the date hereof.


The Plan allows eligible employees to irrevocably elect, prior to the beginning of a plan year, to defer a whole percentage of the annual compensation (as defined in the Plan) otherwise payable to them with respect to such plan year, not to exceed the maximum amount established by the Committee. To be eligible, an employee must irrevocably elect to contribute to the Company's 401(k) Plan the lesser of (i) the maximum elective deferral permitted under Section 402(g)(1) of the Internal Revenue Code of 1986 (as amended, the "Code") with respect to the taxable year coinciding with the applicable plan year or (ii) the maximum elective contributions permitted under the terms of the Company's 401(k) Plan with respect to the applicable plan year. The Plan allows non-employee Board members to irrevocably elect, prior to the beginning of a plan year, to defer a whole percentage of their annual cash retainer fees otherwise payable to them with respect to such plan year for service on the Board and its standing committees, not to exceed the maximum amount established by the Committee. The Plan is intended to comply with Section 409A of the Code and the regulations promulgated thereunder, as well as other Department of Treasury and Internal Revenue Service guidance ("Section 409A").

Participant deferrals will be credited to a bookkeeping account on behalf of the participant, and participants will have the status of unsecured general creditors of the Company with respect to amounts credited to their accounts under the Plan. Each participant's account will be credited with the amount of income, gains, and losses attributable thereto as if the amounts credited were invested in one or more investment funds selected from time to time by the Committee.

A participant (or, if applicable, the participant's beneficiary) will be entitled to receive a distribution of benefits under the Plan upon the participant's separation from service (as defined in the Plan), the participant's death, or in the event of an unforeseeable emergency (as defined in the Plan). A participant may elect to receive or commence receiving payment of his or her account (i) during the calendar year in which the participant's separation from service occurs or (ii) during the calendar year following the calendar year in which the participant's separation from service occurs. In addition, a participant may elect to receive payment of his or her account in either a lump sum in cash or in substantially equal cash installments over a period not exceeding five years. A participant's payment will vary from the participant's elections to the extent required by Section 409A.

This description of the Plan is qualified in its entirety by reference to the Plan filed as Exhibit 99.1 to this report, which is incorporated into this Item 5.02 by reference.

-------------------------------------------------------------------------------- Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of Shareholders of Southwest Airlines Co. (the "Company") was held in Dallas, Texas on Wednesday, May 14, 2014.

(b) The following matters were voted on by the Company's Shareholders at the Annual Meeting and received the following votes: 1. Proposal 1 - Election of ten Directors for one-year terms expiring in 2015: VOTES BROKER NON- NOMINEE VOTES FOR AGAINST ABSTENTIONS VOTES David W. Biegler 511,368,446 23,088,568 3,214,931 81,140,551 J. Veronica Biggins 528,903,371 5,770,402 2,998,172 81,140,551 Douglas H. Brooks 529,113,805 5,383,126 3,175,014 81,140,551 William H. Cunningham 480,579,858 53,968,566 3,123,521 81,140,551 John G. Denison 529,218,495 5,425,666 3,027,784 81,140,551 Gary C. Kelly 514,490,983 15,314,423 7,866,539 81,140,551 Nancy B. Loeffler 525,825,637 8,704,219 3,142,089 81,140,551 John T. Montford 518,101,959 16,395,998 3,173,988 81,140,551 Thomas M. Nealon 527,684,540 6,679,624 3,307,781 81,140,551 Daniel D. Villanueva 528,594,413 6,007,990 3,069,542 81,140,551 2. Proposal 2 - An advisory (nonbinding) vote to approve the compensation of the Company's named executive officers: VOTES BROKER NON- VOTES FOR AGAINST ABSTENTIONS VOTES 507,778,786 25,935,979 3,957,180 81,140,551 3. Proposal 3 - A proposal to ratify the selection of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2014: VOTES BROKER NON- VOTES FOR AGAINST ABSTENTIONS VOTES 607,468,193 8,560,241 2,784,062 0 -------------------------------------------------------------------------------- (c) Not applicable.

(d) Not applicable.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 99.1 Southwest Airlines Co. Deferred Compensation Plan for Senior Leadership and Non-Employee Members of the Southwest Airlines Co.

Board of Directors.

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