Southwest Adopts ‘Poison Pill’ Shareholder Rights Plan

Southwest Airlines (LUV) on Wednesday implemented a so-called “poison pill” shareholder rights plan to prevent activist Elliott Investment Management from acquiring additional shares.

Intended to help protect Southwest Chief Executive Officer (CEO) Bob Jordan and chairman Gary Kelly, whom Elliott is trying to oust, the plan would be triggered if any group acquires at least a 12.5% stake in the company. If that happens, all other Southwest shareholders would have the opportunity to buy additional shares equal to their current stake at a 50% discount. 

Elliott Says ‘Leadership Change Is Urgently Needed’ at Airline

Elliott holds an 11% stake in Southwest, and said last week that “leadership change is urgently needed” after the airline cut its second-quarter revenue per available seat mile (RASM) guidance, citing issues in adapting revenue management to its booking patterns amid a “dynamic environment.”

Elliott has also filed with U.S. antitrust authorities in order to more easily acquire additional shares, Southwest noted. 

“Southwest Airlines has made a good faith effort to engage constructively with Elliott Investment Management since its initial investment and remains open to any ideas for lasting value creation,” Kelly said. “Our board and management team remain focused on restoring our industry-leading financial performance and building a sustainable and profitable future for the airline and its Shareholders.”

Southwest Airlines shares are little changed at $28.37 as of about 10 a.m. ET Wednesday. They are down less than 2% year-to-date.