Southwest settles proxy fight with hedge fund and reports smaller Q3 profit. American loses money

FILE - Ryan Munoz, a flight attendant with Southwest Airlines, poses in the airline's newly designed uniform on Sept. 26, 2024, in Dallas. (AP Photo/Tony Gutierrez, File) · Associated Press Finance · ASSOCIATED PRESS

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DALLAS (AP) — Southwest Airlines reached a settlement with an activist investor by agreeing to overhaul its board, ending — at least for now — a monthslong fight with Elliott Investment Management, which is pressuring the airline to boost profits and the stock price.

Southwest said Thursday that Chairman Gary Kelly and six current board members will depart Nov. 1 and be replaced by five Elliott-backed candidates and a former Chevron executive.

Elliott, the hedge fund led by billionaire financier Paul Singer, achieved most of the demands it has made since June, but it settled for less than majority control of the Southwest board. And it did not succeed in ousting CEO Robert Jordan.

A special shareholder meeting to elect directors in December will be canceled.

Southwest announced the shakeup as it reported that its third-quarter profit fell by nearly two-thirds, to $67 million, on higher costs for labor and other expenses.

American Airlines posted a loss of third-quarter loss of $149 million, weighed down by paying bonuses to flight attendants who ratified a new labor contract.

The earnings reports were overshadowed by the drama between Southwest and Elliott, which at one point campaigned for 10 seats on the Southwest board. That would have been enough to fire Jordan, the embattled CEO.

The settlement saves Jordan's job but leaves him on the hot seat to improve the airline's financial performance.

Jordan, who had taken an increasingly combative tone against Elliott lately, sounded conciliatory on Thursday.

The board members joining from Elliott , including former Virgin America CEO David Cush and former WestJet CEO Gregg Saretsky, “bring unique and different airline experience to our board (that) will be helpful as we execute our plan and as we look to the longer future," he said on CNBC.

Jordan said he welcomed a board that would “hold management accountable, hold me accountable to produce the results” that Southwest leaders promised at an investor day last month.

Southwest plans to increase revenue by converting nearly one-third of its seats to premium ones with extra legroom. It will also begin assigning seats — ending the longtime practice of letting passengers pick their own seats after boarding the plane. And it is pursuing partnerships with international airlines, starting with Icelandair, to offer destinations beyond North America and Central America.

The third-quarter results from Southwest and American reflected intense competition on domestic routes, particularly from budget carriers, that created a glut of seats and forced airlines to cut prices on many economy-class tickets. Airline industry officials say that has begun to change as airlines reduce their schedules for the rest of the year.