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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2021

SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)

Texas

1-7259

74-1563240

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

P. O. Box 36611
Dallas,			Texas						75235-1611
(Address of principal executive offices)									(Zip Code)

Registrant's telephone number, including area code:   (214) 792-4000

Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the

filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17

CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock ($1.00 par value)			LUV			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

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Item 5.07    Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of Shareholders of Southwest Airlines Co. (the “Company”) was held on Wednesday, May 19, 2021.

(b) The following matters were voted on by the Company’s Shareholders at the Annual Meeting and received the following votes:

1. Proposal 1 – Election of eleven Directors for terms expiring at the 2022 Annual Meeting of Shareholders:

NOMINEE			VOTES FOR			VOTES AGAINST			ABSTENTIONS			BROKER NON-VOTES
David W. Biegler			392,597,426			29,380,221			1,831,647			90,353,447
J. Veronica Biggins			410,284,430			11,830,914			1,693,950			90,353,447
Douglas H. Brooks			403,325,462			18,729,820			1,754,012			90,353,447
William H. Cunningham			375,273,527			46,887,634			1,648,133			90,353,447
John G. Denison			398,728,855			23,122,528			1,957,911			90,353,447
Thomas W. Gilligan			417,854,397			4,176,822			1,778,075			90,353,447
Gary C. Kelly			401,458,685			20,426,923			1,923,686			90,353,447
Grace D. Lieblein			416,521,112			5,569,076			1,719,106			90,353,447
Nancy B. Loeffler			394,789,080			27,437,354			1,582,860			90,353,447
John T. Montford			391,519,341			30,678,587			1,611,366			90,353,447
Ron Ricks			413,394,581			8,660,226			1,754,487			90,353,447

2. Proposal 2 – An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers:

VOTES FOR			VOTES AGAINST			ABSTENTIONS			BROKER NON-VOTES
392,343,160			29,188,497			2,277,637			90,353,447

3. Proposal 3 – A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021:

VOTES FOR			VOTES AGAINST			ABSTENTIONS			BROKER NON-VOTES
501,473,448			10,797,525			1,891,768			0

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4. Proposal 4 – An advisory (non-binding) vote on a shareholder proposal to permit shareholder action by written consent:

VOTES FOR			VOTES AGAINST			ABSTENTIONS			BROKER NON-VOTES
36,613,099			384,183,031			3,013,164			90,353,447

5. Proposal 5 – An advisory (non-binding) vote on a shareholder proposal to permit shareholder removal of directors without cause:

VOTES FOR			VOTES AGAINST			ABSTENTIONS			BROKER NON-VOTES
205,754,636			215,635,384			2,419,274			90,353,447

(c) Not applicable.

(d) Not applicable.

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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 AIRLINES CO.
Date: May 21, 2021			By:			/s/ Mark R. Shaw
						Mark R. Shaw, Executive Vice President & Chief
						Legal & Regulatory Officer