Southwest settles proxy fight with hedge fund as Q3 profit shrinks. American loses money

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.

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, Southwest said Thursday.

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 one of its goals, ousting CEO Robert Jordan.

A previously scheduled 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 Thursday, 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," Jordan 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.

Two officials from Elliott, John Pike and Bobby Xu, said changes that Southwest has announced since Elliott disclosed its investment in the airline, combined with new board members, will put the company in position to perform better “and evaluate additional changes to create long-term shareholder value.”

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.

Southwest said it planned to fly 4% less in the fourth quarter than it did in the same quarter last year. Spirit Airlines has made even bigger cuts.

Both American and Southwest said that excluding special items, their results beat Wall Street expectations.

Excluding one-time items, mostly a $516 million charge tied to a new contract with union flight attendants, American it would have earned 30 cents per share. Analysts were expecting adjusted earnings of 16 cents per share, according to a FactSet survey.

Revenue at Fort Worth, Texas-based American rose 1%, to $13.65 billion, about $150 million more than analysts expected.

Dallas-based Southwest said third-quarter profit, excluding special items, works out to 15 cents per share, which beat a forecast of six cents per share among analysts surveyed by FactSet.

Revenue rose 5%, to $6.87 billion, $100 million more than the analysts expected.

However, labor costs rose more than 12%, reflecting recent new contracts for pilots, flight attendants and other employees.

Southwest also said it would speed up repurchase of $250 million worth of its stock, under a $2.5 billion share-buyback plan it announced last month.

Southwest Airlines Co. shares fell 3% while American Airlines Group Inc. shares were flat in midday trading Thursday.