UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
On October 15, 2024, Southwest Gas Holdings, Inc. (the “Company”) and Carl C. Icahn and the persons and entities listed therein (collectively, the “Icahn Group” and together with the Company, the “Parties”) entered into an Amended and Restated Cooperation Agreement (the “Amended Agreement”), which amends, restates, supersedes and replaces in its entirety that certain Amended and Restated Cooperation Agreement, dated as of November 21, 2023, by and between the Parties (the “Prior Agreement”).
In accordance with the terms of the Amended Agreement, the Company agreed with the Icahn Group, among other things, to nominate each of Andrew W. Evans, Henry P. Linginfelter, Ruby Sharma and Andrew J. Teno (each, an “Icahn Designee” and, collectively, the “Icahn Designees”) for election at the 2025 annual meeting of stockholders of the Issuer (the “2025 Annual Meeting”). In addition, subject to qualifications set forth in the Amended Agreement, the Amended Agreement provides the standstill restrictions on the Icahn Group will remain in effect until, and the Amended Agreement will terminate upon, the later of (x) the conclusion of the 2025 Annual Meeting and (y) the earlier of (1) immediately following the time at which Andrew J. Teno (or any Replacement Designee for Mr. Teno, as such term is defined in the Amended Agreement) is no longer serving on the Company’s board of directors (the “Board”) and (2) thirty (30) days prior to the expiration of the advance notice deadline for the submission of director nominees in connection with the Company’s 2026 Annual Meeting of Stockholders (as such term is defined in the Amended Agreement); provided, however, that the Amended Agreement will terminate automatically on the date on which the Board re-appoints as a director any former director of the Board (i.e., any person who was a director of the Board prior to the 2022 annual meeting of stockholders of the Company, but was not a director of the Board immediately after the 2022 annual meeting of stockholders of the Company), without the approval of a majority of the Icahn Designees.
Pursuant to the terms of the Amended Agreement, the Company further agreed with the Icahn Group to establish the record date for the 2025 Annual Meeting for a time within thirty (30) days of March 4, 2025.
Other than the foregoing, the material terms of the Prior Agreement remain unchanged.
The foregoing description of the Amended Agreement is qualified in its entirety by reference to the full text of the Amended Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amended and Restated Cooperation Agreement, dated as of October 15, 2024, by and among the Icahn Group and Southwest Gas Holdings, Inc.* | |
| 104 | Cover Page formatted in Inline XBRL | |
| * | Certain personal information in this exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOUTHWEST GAS HOLDINGS, INC. | ||||||
| October 15, 2024 | /s/ Catherine M. Mazzeo | |||||
| Catherine M. Mazzeo | ||||||
| Senior Vice President/Chief Legal, Safety & Compliance Officer and Corporate Secretary | ||||||