On November 21, 2023, 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 October 24, 2022, 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 2024 annual meeting of stockholders of the Issuer (the "2024 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 2024 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 2025 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 asa 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 2024 Annual Meeting for a time within thirty (30) days of March 6, 2024.
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.
Southwest Gas Holdings Inc. published this content on 27 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 November 2023 21:58:40 UTC.
Southwest Gas Holdings, Inc. is a holding company. The Company conducts its operations through its wholly owned subsidiaries, Southwest Gas Corporation (Southwest) and Centuri Group, Inc. (Centuri). The Companyâs segments include Natural Gas Distribution and Utility Infrastructure Services. The Natural Gas Distribution segment is engaged in the business of purchasing, distributing, and transporting natural gas. The Utility Infrastructure Services segment is primarily engaged in the business of providing gas and electric providers installation, replacement, repair, and maintenance of energy networks. Southwest and its subsidiaries provide regulated natural gas delivery services to customers in portions of Arizona, Nevada, and California. Centuri is a utility infrastructure services enterprise that delivers a diverse array of solutions to North Americaâs gas and electric providers. Centuri operates in 87 primary locations across 45 states and provinces in the United States and Canada.