Southwest Gas : Material Agreement - Form 8-K

Item 1.01

Entry Into a Material Definitive Agreement.

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.