17 unchanged sentences
Other Information
−Removed: On February 1, 2023, the Company's Board of Directors approved the Company's Third Amended and Restated Bylaws ("Amended and Restated Bylaws"), effective as of such date.
−Removed: Among other matters, the Amended and Restated Bylaws (i) revise procedures and disclosure requirements for the nomination of directors to address new Rule 14a-19 of the Securities Exchange Act of 1934 relating to universal proxy cards;
−Removed: (ii) provide that the federal district courts of the United States of America will be the exclusive forum for the resolution of claims under the Securities Act of 1933;
−Removed: (iii) clarify certain provisions about some of the Company's officer positions;
−Removed: (iv) clarify that a resigning director or executive officer must provide written notice of such resignation;
−Removed: (v) clarify the power of the chair of a meeting of shareholders of the Company to establish certain rules and procedures for, and make determinations with respect to, such meeting;
−Removed: (vi) adopt gender-neutral pronoun designations;
−Removed: and (vii) make other minor administrative, modernizing, clarifying and conforming changes, including adding certain clarifying language to better conform the Amended and Restated Bylaws to the Texas Business Organizations Code.
+Added: On February 2, 2024, the Company's Board of Directors approved the Company's Fourth Amended and Restated Bylaws ("Amended and Restated Bylaws"), effective as of such date.
+Added: Among other matters, the Amended and Restated Bylaws are amended to permit Shareholders, at any meeting of Shareholders called expressly for that purpose, to remove directors with or without cause by vote of the holders of a majority of the shares then entitled to vote for the election of directors.
The foregoing summary of the amendments to the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Form 10-K and is incorporated herein by reference.
57 unchanged sentences
3.1 Restated Certificate of Formation of the Company, effective May 18, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No.
−Removed: 3.2 Third Amended and Restated Bylaws of the Company, effective February 1, 2023.
+Added: 3.2 Fourth Amended and Restated Bylaws of the Company, effective February 2, 2024.
4.1 Specimen certificate representing common stock of the Company (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No.
4 unchanged sentences
4.4 First Supplemental Indenture, dated May 1, 2020, between the Company and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed May 1, 2020 (File No.
−Removed: 4.5 Description of Common Stock (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (File No.
+Added: 4.5 Description of Common Stock.
The Company is not filing any other instruments evidencing any indebtedness because the total amount of securities authorized under any single such instrument does not exceed 10 percent of its total consolidated assets.
21 unchanged sentences
10.11 Southwest Airlines Co.
−Removed: Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Restricted Stock Unit grants (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No.
−Removed: 10.11(a) Southwest Airlines Co.
−Removed: Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Restricted Stock Unit grants (effective 2021) (incorporated by reference to Exhibit 10.13(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (File No.
+Added: Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Restricted Stock Unit grants (incorporated by reference to Exhibit 10.13(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (File No.
10.12 $1,000,000,000 Revolving Credit Facility Agreement among the Company, the Banks party thereto, Barclays Bank PLC, as Syndication Agent, Bank of America, N.A., BNP Paribas, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., U.S.
4 unchanged sentences
10.14 Second Amendment to Revolving Credit Facility Agreement dated as of August 3, 2016, as amended by the First Amendment dated as of March 30, 2020, among Southwest Airlines Co., the banks party thereto, JP Morgan Chase Bank, N.A., as Paying Agent and Collateral Agent, and JPMorgan Chase Bank, N.A., and Citibank, N.A., as Co-Administrative Agents, dated as of November 23, 2020 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (File No.
−Removed: 10.15 Mortgage and Security Agreement Supplement No.
−Removed: 1, dated March 30, 2021, between Southwest Airlines Co.
−Removed: and JPMorgan Chase Bank, N.A., acting as an administrative agent, pursuant to the Revolving Credit Facility Agreement dated as of August 3, 2016, as amended (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.
10.15 Third Amendment to Revolving Credit Facility Agreement dated as of August 3, 2016, as amended by the First Amendment dated as of March 30, 2020, and the Second Amendment dated as of November 23, 2020, among Southwest Airlines Co., the banks party thereto, JPMorgan Chase Bank, N.A., as Paying Agent and Collateral Agent, and JPMorgan Chase Bank, N.A.
2 unchanged sentences
and Citibank, N.A., as Co-Administrative Agents, dated as of July 19, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No.
+Added: 10.17 Fifth Amendment to Revolving Credit Facility Agreement dated as of August 3, 2016, as amended by the First Amendment dated as of March 30, 2020, the Second Amendment dated as of November 23, 2020, the Third Amendment dated as of July 28, 2021, and the Fourth Amendment dated as of July 19, 2022, among Southwest Airlines Co., the banks party thereto, JPMorgan Chase Bank, N.A., as Paying Agent, Wells Fargo Bank, N.A., as Documentation Agent, and JPMorgan Chase Bank N.A.
+Added: and Citibank, N.A., as Co-Administrative Agents, dated as of August 4, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (File No.
10.18 Purchase Agreement No.
37 unchanged sentences
18 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No.
+Added: Supplemental Agreement No.
+Added: 19 (incorporated by reference to Exhibit 10.18(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.
10.18(a) Supplemental Agreement No.
1 unchanged sentence
3729, dated December 13, 2011, between The Boeing Company and the Company.
+Added: 10.18(b) Supplemental Agreement No.
+Added: 21 to Purchase Agreement No.
+Added: 3729, dated December 13, 2011, between The Boeing Company and the Company.
10.19 Southwest Airlines Co.
4 unchanged sentences
10.21 Southwest Airlines Co.
−Removed: Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Performance-Based Restricted Stock Unit grants (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No.
−Removed: 10.21(a) Southwest Airlines Co.
−Removed: Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Performance-Based Restricted Stock Unit grants (effective 2021) (incorporated by reference to Exhibit 10.20(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (File No.
+Added: Amended and Restated 2007 Equity Incentive Plan Form of Notice of Grant and Terms and Conditions for Performance-Based Restricted Stock Unit grants (incorporated by reference to Exhibit 10.20(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (File No.
10.22 Payroll Support Program Agreement by and between Southwest Airlines Co.
18 unchanged sentences
10.32 Form of Restricted Cash Award and Terms and Conditions (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No.
−Removed: 10.33 Form of Restricted Cash Performance Award and Terms and Conditions (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No.
+Added: 10.33 Form of Career Investment Cash Award and Terms and Conditions.
21 Subsidiaries of the Company.
3 unchanged sentences
32 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.
+Added: 97.1 Southwest Airlines Co.
+Added: Clawback Policy, effective as of November 16, 2023.
101.INS XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
29 unchanged sentences
Veronica Biggins
+Added: /s/ ROY BLUNT Director
/s/ DOUGLAS H.
BROOKS Director
+Added: /s/ EDUARDO F.
+Added: CONRADO Director
/s/ WILLIAM H.
CUNNINGHAM Director
−Removed: DENISON Director
/s/ THOMAS W.
1 unchanged sentence
HESS Director
−Removed: LOEFFLER Director
+Added: /s/ ELAINE MENDOZA Director
+Added: Elaine Mendoza
MONTFORD Director
2 unchanged sentences
Christopher P.
+Added: /s/ JILL SOLTAU Director
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.