(Bloomberg) -- Southwest Airlines Co. said it remained confident in its current leadership team after Elliott Investment Management proposed replacing a majority of directors on the struggling airline’s board in a looming proxy battle.
Elliott “unilaterally” pushed ahead with its proposed overhaul even after agreeing to meet with the carrier next month to discuss a resolution to the activist’s push for major reforms, including board changes, Southwest said in a statement Wednesday. The airline said it remains open to talks with Elliott and will evaluate the activist’s nominees.
The back and forth escalates a months-long push by the activist investor for major changes at the US airline that has recently seen its stock price and profits languish.
Elliott has criticized Southwest for refusing to adopt changes embraced by rivals in the past 15 years, such as offering a bare-bones economy fare, charging customers for checked luggage and assigned seats. It has also called for ousting Southwest Chief Executive Officer Bob Jordan and Chairman Gary Kelly.
In its latest move, Elliott late Tuesday nominated 10 candidates for Southwest’s 15-member board. The nominees include former Virgin America CEO David Cush; Gregg Saretsky, the former head of WestJet; and Robert Milton, the former CEO of Air Canada.
The proposal came on the same day that Starbucks Corp., another iconic US brand under pressure from the activist, ousted its CEO. Although Elliott hasn’t specified changes it wants at Starbucks, many of its corporate targets have changed management after its involvement.
Southwest shares were little changed at 9:33 a.m. in New York.
The 10 candidates “give shareholders a choice between the existing board, which has delivered poor returns for shareholders and hasn’t held management accountable for Southwest’s unacceptable performance, or a new board that brings relevant expertise, fresh thinking and accountability,” Elliott said Tuesday.
Elliott said in a separate filing that it has an 8.2% stake in the airline. It needs to amass a 10% holding in order to seek a special gathering for investors to vote on the nominees, which it expects to do before the airline’s annual meeting next spring.
Southwest’s board is confident in current leadership’s ability “to evolve the business and to lead Southwest Airlines forward.”
Shareholders might agree with some aspects of Elliott’s demands, such as adding more directors with airline experience, without wanting Jordan and Kelly replaced, said Savanthi Syth, a Raymond James analyst.
“It’s not a slam dunk at Southwest. Management is belatedly coming around to things shareholders would like to see them do,” she said. “Execution is key.”
Southwest announced dramatic changes to its business model last month, including assigned seating, a new premium-class option and plans for red-eye flights. The company has said the moves would boost sales and enhance its appeal to travelers.
The airline had been considering the changes since early this year, thought it faced heightened pressure to improve under-performing operations from Elliott.
Southwest has struggled this year with slowing growth, fewer-than-expected aircraft deliveries from Boeing Co. and a series of flight-safety incidents that triggered a Federal Aviation Administration review. Strains on the business were underscored in the company’s recent guidance that revenue and costs in the current quarter were worse than Wall Street’s estimates.
Elliott has criticized Jordan and Kelly, who was CEO prior to Jordan, for poor execution and a “stubborn unwillingness to evolve the company’s strategy.” They are “not up to the task of modernizing Southwest,” the activist has said. It’s also called for a reconstituted board, criticizing the lack of airline experience and independence among current members.
Southwest last month named a veteran airline industry executive to its board to help address other concerns raised by Elliott. The carrier also adopted a “poison pill” shareholder rights plan to discourage the activist from gaining a larger share.
(Updates with shares, Southwest comment from second paragraph.)
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