PROXY STATEMENT

 

 

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 12, 2022

GENERAL INFORMATION

We are providing these proxy materials to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Southwest Gas Holdings, Inc. (“we,” “us,” “our,” or the “Company”) for the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) and for any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held in a completely virtual format at www.cesonlineservices.com/swx22_vm, on May 12, 2022 at 9:00 a.m. EDT.

We will be mailing these proxy materials to stockholders on or about March 24, 2022. We are also making this Proxy Statement, a form of WHITE proxy card and our 2021 Annual Report to Stockholders available to stockholders on our website at www.SWXBuildingValue.com on or about March 24, 2022.

What is the purpose of the Annual Meeting?

 

At the Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders and described in these materials, including:

 

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The election of ten directors of the Company;

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The approval, on a non-binding, advisory basis, of the Company’s executive compensation;

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The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal year 2022;

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The consideration of a proposal by the Icahn Group (defined below) to repeal any Bylaw amendments adopted after October 19, 2021 and prior to the Annual Meeting that could interfere with the seating of Icahn’s director nominees for election at the Annual Meeting or any subsequent special meeting of stockholders, if such proposal is properly brought before the meeting; and

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The transaction of such other business as may properly come before the meeting or any adjournment thereof.

Has the Company been notified that a stockholder intends to nominate alternate director nominees at the Annual Meeting?

 

Yes. IEP Utility Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of Icahn Enterprises Holdings L.P., a Delaware limited partnership, and Icahn Enterprises Holdings, along with other entities affiliated with Carl C. Icahn (collectively, the “Icahn Group”), has notified the Company that it intends to nominate ten director nominees for election at the Annual Meeting in opposition to the director nominees recommended by the Board. The Icahn Group’s director nominees have NOT been endorsed by the Board, and the Board unanimously recommends you submit your voting instructions “FOR” all of the Board’s director nominees on the enclosed WHITE proxy card. The Board strongly urges you NOT to sign or return any gold proxy card sent to you by the Icahn Group. If you have previously submitted a gold proxy card sent to you by the Icahn Group, you can revoke that gold proxy card and submit your voting instructions for the Board’s director nominees and on the other matters to be voted upon at the Annual Meeting by signing, dating and returning the enclosed WHITE proxy card or by submitting a proxy by telephone or online by following the instructions on the enclosed WHITE proxy card.

 

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How do I attend the Annual Meeting?

 

The Annual Meeting will be a completely virtual meeting of stockholders. You can attend the Annual Meeting by visiting www.cesonlineservices.com/swx22_vm, where you will be able to listen to the meeting live, submit questions and vote online, as long as you have pre-registered. Attendance at the Annual Meeting will be limited to stockholders of the Company as of the record date, and guests of the Company. You will not be able to attend the Annual Meeting in person at a physical location.

In order to attend the virtual Annual Meeting, you will need to pre-register by 9:00 a.m., EDT on May 11, 2022. To pre-register for the meeting, please follow these instructions:

Registered Stockholders. Stockholders of record as of the record date may register to participate in the Annual Meeting by visiting the website www.cesonlineservices.com/swx22_vm Please have your WHITE proxy card containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting must be received no later than 9:00 a.m. EDT, on May 11, 2022.

Street Name Stockholders. Stockholders whose shares are held through a broker, bank or other nominee as of the record date may register to participate in the Annual Meeting by visiting the website www.cesonlineservices.com/swx22_vm. Please have your voting instruction form or other communication containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting must be received no later than 9:00 a.m. EDT, on May 11, 2022.

If you have any difficulty following the registration process, please email the support team at the email address indicated on the meeting website: www.cesonlineservices.com/swx22_vm.

Attending the Virtual Annual Meeting. Once your registration is validated, you will receive a confirmation email with instructions for accessing the Annual Meeting. The confirmation email will also contain contact information for technical support or any other questions on how to participate in the Annual Meeting.

Technical Disruptions. In the event of any technical disruptions or connectivity issues during the course of the Annual Meeting, please allow for some time for the meeting website to refresh automatically, and/or for the meeting operator to provide updates through the phone bridge.

Stockholder List. We will make available a list of registered stockholders as of the record date for inspection by stockholders for any purpose germane to the Annual Meeting from April 28, 2022 through May 12, 2022 at our headquarters located at 8360 S. Durango Dr., Las Vegas, Nevada. Due to the fact that the normal business hours of our headquarters have been affected due to the COVID-19 pandemic, if you wish to inspect the list, please submit your request, along with proof of ownership, by email to SWX@swgas.com. The stockholder list will also be available electronically on the meeting website during the live webcast of the Annual Meeting.

Voting by Ballot at the Annual Meeting. Although the meeting webcast will begin at 9:00 a.m. EDT on May 12, 2022, we encourage you to access the meeting site 30 minutes prior to the start time to allow ample time to log into the meeting webcast and test your computer system. Accordingly, the Annual Meeting site will first be accessible to stockholders who have pre-registered beginning at 8:30 a.m. EDT on the day of the Annual Meeting.

For street name stockholders who wish to vote by ballot at the Annual Meeting, you must also provide a legal proxy from your broker, bank or other custodian when submitting your ballot before the polls close at the Annual Meeting. Any voting instruction form you receive in connection with the Annual Meeting is not a legal proxy. Please also note that if you do request a legal proxy from your broker, bank or other agent, the issuance of the legal proxy will invalidate any prior voting instructions you have given and will prevent you from giving any further voting instructions to your broker, bank or custodian to vote on your behalf. Consequently, you will only be able to vote by ballot at the Annual Meeting. Your legal proxy, in electronic form (PDF, JPEG, GIF or PNG file format), must be submitted along with your ballot before the polls close at the Annual Meeting in order for your vote by ballot to count. Multiple legal proxies must be combined into one document for uploading at the Annual Meeting.

How can I submit questions prior to and during the Annual Meeting?

 

Prior to the Annual Meeting, stockholders may submit questions pertaining to the business of the meeting by emailing the Company’s Corporate Secretary, Thomas Moran, at: SWX@swgas.com. During the Annual Meeting, as well as 30 minutes prior to the start time, stockholders will also be able to submit questions through the online

 

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platform used for the Annual Meeting. As has been the case at prior Annual Meetings of Stockholders, the Company will respond to questions during the meeting or shortly after the meeting on our website as applicable. We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to edit questions to remove inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters. If we receive substantially similar questions, we may group such questions together and provide a single response.

Who is entitled to vote at the Annual Meeting?

 

Only stockholders of record at the close of business on March 21, 2022, the record date for the Annual Meeting, are entitled to receive notice of and to vote at the Annual Meeting. If you are a stockholder of record on that date, you are entitled to vote all of the shares that you held on that date at the Annual Meeting, or any adjournment or postponement of the Annual Meeting. No dissenters’ rights are provided under the Delaware General Corporation Law, our Articles of Incorporation, or our Bylaws with respect to any of the proposals described in this Proxy Statement.

How many votes do I have?

 

You have one vote for each share of the Company’s common stock (“Common Stock”) you owned as of the record date for the Annual Meeting.

How do I vote?

 

If your shares are registered directly in your name, you are the holder of record of those shares and can vote your shares either by proxy whether or not you attend the Annual Meeting, or by ballot by attending the virtual Annual Meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to submit your proxy promptly by using the WHITE proxy card to vote online, by telephone or by signing, dating and returning the WHITE proxy card to ensure that your votes are counted. You may still attend the Annual Meeting and vote by ballot even if you have already submitted a proxy.

The Board strongly urges you NOT to sign or return any gold proxy card sent to you by the Icahn Group. If you have previously submitted a gold proxy card sent to you by the Icahn Group, you can revoke that proxy and vote for our Board’s nominees and on the other matters to be voted on at the Annual Meeting by submitting a WHITE proxy card. Only your latest-dated proxy will count.

To vote by proxy, you may either:

 

		Call the phone number listed on your WHITE proxy card to vote BY TELEPHONE.
		Visit the website listed on your WHITE proxy card to vote ONLINE.
		Sign, date and return your WHITE proxy card in the enclosed postage-paid envelope to vote BY MAIL.

If you hold your shares in a brokerage account or through a bank or other holder of record, you are the beneficial owner of the shares, and the shares are held in “street name.” Your broker, bank or other holder of record (collectively referred to as “broker”) is sending these proxy materials to you. As the beneficial owner, you have the right to direct your broker how to vote by following the instructions provided by your broker, or to obtain a legal proxy from your broker in order to vote by ballot at the virtual Annual Meeting.

If you hold your shares indirectly in the Southwest Gas Corporation Employees’ Investment Plan (the “EIP”), you have the right to direct the EIP trustee how to vote your shares by following the instructions from the EIP trustee accompanying the Proxy Statement. Please note that the EIP trustee must receive your vote directions by no later than 11:59 p.m. EDT on May 9, 2022. If you do not timely direct the EIP trustee how to vote your shares, then the EIP trustee will vote your shares in the same proportion as the shares for which timely instructions were received from other EIP participants. EIP Participants may not vote their EIP shares by ballot at the Annual Meeting.

Can I revoke or change my vote?

 

Yes, a record holder can revoke or change a vote at any time prior to the voting of shares at the Annual Meeting by (a) casting a new vote by telephone or online; (b) sending a new WHITE proxy card with a later date; (c) sending a

 

Southwest Gas Holdings 2022 Notice and Proxy		3

written notice of revocation that is received on or prior to May 11, 2022, by mail to Southwest Gas Holdings, Inc. c/o First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095; or (d) voting by ballot at the virtual Annual Meeting. If a broker, bank, trustee or other nominee holds your shares, you must contact them in order to find out how to change your vote.

If you have previously signed a gold proxy card sent to you by the Icahn Group or otherwise voted according to instructions provided by the Icahn Group, you may change your vote by signing, dating and returning the enclosed WHITE proxy card in the accompanying postage-paid envelope or by voting by telephone or online by following the instructions on the WHITE proxy card. Submitting a gold proxy card sent to you by the Icahn Group will revoke votes you have previously submitted using the Company’s WHITE proxy card.

What should I do if I receive a gold proxy card from the Icahn Group?

 

Please do not vote using any gold proxy card from the Icahn Group. The Icahn Group has notified the Company that it intends to propose ten director nominees for election at the Annual Meeting in opposition to the director nominees recommended by the Board. If the Icahn Group proceeds with its proposal, you may receive proxy solicitation materials from the Icahn Group, including an opposition proxy statement and gold proxy card. The Company is not responsible for the accuracy of any information contained in any proxy materials used by the Icahn Group or any other statements that the Icahn Group may otherwise make. The Board has not endorsed any of the Icahn Group’s director nominees and unanimously recommends that you disregard any gold proxy card or solicitation materials that may be sent to you by the Icahn Group.

Please note that instructing to “WITHHOLD” with respect to any of the Icahn Group’s director nominees on a gold proxy card is not the same as voting FOR the Board’s director nominees, because any vote using the gold proxy card will revoke any WHITE proxy you previously submitted. If you have already submitted a proxy using the gold proxy card, you have every right to change your vote by using the enclosed WHITE proxy card to submit a proxy by telephone or online, or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Only the latest dated proxy you submit will count.

If you have any questions or need assistance in voting, please call the Company’s proxy solicitor:

INNISFREE M&A INCORPORATED

at

1 (877) 825-8621 (toll-free from the U.S. and Canada)

or

+1 (412) 232-3651 (from other locations)

What are the Board’s recommendations?

 

The Board’s recommendations are set forth within the description of each proposal in this Proxy Statement. In summary, the Board recommends a vote:

 

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FOR the election of the slate of directors nominated by the Board (see Proposal 1);

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FOR the approval, on a non-binding, advisory basis, of the Company’s executive compensation (see Proposal 2);

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FOR the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022 (see Proposal 3); and

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AGAINST a proposal by the Icahn Group to repeal any Bylaw amendments adopted after October 19, 2021 and prior to the Annual Meeting that could interfere with the seating of Icahn’s director nominees for election at the Annual Meeting or any subsequent special meeting of stockholders, if such proposal is properly brought before the meeting (see Proposal 4).

The Board strongly urges you not to vote using any gold proxy card sent to you by the Icahn Group. If you have previously submitted a gold proxy card sent to you by the Icahn Group, you can revoke that proxy and vote for our Board’s nominees and on the other matters to be voted on at the Annual Meeting by using the enclosed WHITE proxy card, or by submitting a proxy by telephone or online.

 

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How many votes must be present to hold the Annual Meeting?

 

In order to conduct business at the Annual Meeting, the holders of a majority of the shares of Common Stock entitled to vote must be represented by virtual attendance or by proxy at the meeting. This is called a quorum. As of the close of business on March 21, 2022, 60,523,873 shares of Common Stock were outstanding and entitled to vote; therefore a quorum will be established by the presence of 30,261,938 shares by virtual attendance or by proxy at the Annual Meeting. Proxies received but marked as abstentions and any broker non-votes will be included in the calculation of the votes considered to be present at the meeting.

What is a “broker non-vote”?

 

A “broker non-vote” occurs when a broker lacks discretionary authority to vote on a “non-routine” proposal and a beneficial owner fails to give the broker voting instructions on that matter. The rules of the New York Stock Exchange (the “NYSE”) determine whether matters presented at the Annual Meeting are “routine” or “non-routine” in nature. The election of directors is considered a “non-routine” matter. Similarly, the proposal to approve the Company’s executive compensation (on a non-binding, advisory basis) is considered a “non-routine” matter. Therefore, beneficial owners who hold their shares in street name must provide voting instructions to their brokers in order for their broker to vote their shares on these matters. The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022 is usually considered a “routine” matter, however, because the Icahn Group has indicated its intention to deliver proxy materials in opposition to our Board’s director nominees, with respect to accounts to which the Icahn Group mails its proxy materials, brokers will not have discretion to vote on any matter, including the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022, without your voting instructions. The proposal to repeal any Bylaw amendments adopted after October 19, 2021 and prior to the Annual Meeting that could interfere with the seating of Icahn’s director nominees for election is considered a “non-routine” matter. As a result, if you do not instruct your broker on how to vote your shares, then your shares will not be voted on any of these proposals. We urge you to instruct your broker about how you wish your shares to be voted.

What vote is required to approve each Proposal?

 

The ten nominees for director who receive the highest number of votes “FOR” their election will be elected as directors. This is called a “plurality vote.” Since the Majority Voting Policy adopted by the Board (as described in “GOVERNANCE OF THE COMPANY—Majority Voting Policy” below), applies only to uncontested elections, we do not anticipate that it will apply to the 2022 election of directors in light of the Icahn Group’s stated intentions to propose ten director nominees for election. The affirmative vote of a majority of shares of Common Stock represented and voting at a duly held Annual Meeting at which a quorum is present (which shares of Common Stock voting affirmatively also constitute at least a majority of the required quorum) is necessary to ratify PricewaterhouseCoopers LLP’s selection as the independent registered public accounting firm for the Company for fiscal year 2022; to approve, on an advisory basis, the Company’s executive compensation; and to approve a proposal by the Icahn Group to repeal any Bylaw amendments adopted after October 19, 2021 and prior to the Annual Meeting that could interfere with the seating of Icahn’s director nominees for election at the Annual Meeting or any subsequent special meeting of stockholders, if such proposal is properly brought before the meeting. Although the result of the vote to approve executive compensation is non-binding, the Board will consider the outcome of the vote when making future executive compensation decisions.

How are my votes counted?

 

 

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Election of Directors: You may vote “FOR ALL,” or “WITHHOLD ALL,” or “FOR ALL EXCEPT.” If you mark “FOR ALL,” your votes will be counted for all of the director nominees. As a result of the Icahn Group’s intention to nominate ten director nominees in opposition to the ten director nominees recommended by the Board, there will be twenty director nominees as of May 12, 2022 and only the ten director nominees receiving the greatest number of “FOR” votes will be elected. Abstentions and any broker non-votes will not be counted as votes cast and will, therefore, have no effect on the election of directors.

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Advisory Vote to Approve Executive Compensation: You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the advisory vote to approve the Company’s executive compensation. The result of this vote is non-binding. However, the Board will consider the outcome of the vote when making future executive compensation decisions. Abstentions and any broker non-votes will not be counted as votes cast and will, therefore, have no effect on the outcome of this proposal.

 

Southwest Gas Holdings 2022 Notice and Proxy		5

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Ratification of the selection of PricewaterhouseCoopers LLP: You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022. Abstentions and any broker non-votes will not be counted as votes cast and will, therefore, have no effect on the outcome of this proposal.

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Bylaw Restoration Proposal: You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the approval of a proposal by the Icahn Group to repeal any Bylaw amendments adopted after October 19, 2021 and prior the Annual Meeting that could interfere with the seating of Icahn’s director nominees for election at the Annual Meeting or any subsequent special meeting of stockholders, if such proposal is properly brought before the meeting. Abstentions and any broker non-votes will not be counted as votes cast and will, therefore, have no effect on the outcome of this proposal.

We will appoint an independent inspector of election in advance of the meeting to tabulate votes, to ascertain whether a quorum is present, and to determine the voting results on all matters presented to Company stockholders.

What if I do not vote for any or all of the matters listed on my WHITE proxy card?

 

As a stockholder of record, if you return a signed WHITE proxy card without indicating your vote on any or all of the matters to be considered at the Annual Meeting, your shares will be voted “FOR” the director nominees listed on the WHITE proxy card, “FOR” the advisory vote to approve executive compensation, “FOR” the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022, and “AGAINST” the proposal by the Icahn Group to repeal any Bylaw amendments adopted after October 19, 2021 and prior to the Annual Meeting that could interfere with the seating of Icahn’s director nominees for election at the Annual Meeting or any subsequent special meeting of stockholders, if such proposal is properly brought before the meeting, if you have not voted otherwise on a particular proposal. With respect to any other matter that properly comes before the Annual Meeting, Karen S. Haller and Thomas E. Moran, the proxies designated by the Board and identified in the accompanying WHITE proxy card, will vote all proxies granted to them at their discretion.

Can the shares that I hold in a brokerage account or the EIP be voted if I do not instruct my broker or the EIP trustee?

 

 

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Shares held in street name: If you do not instruct your broker to vote your shares of Common Stock held in street name, your broker has the discretion to vote your shares on all “routine” matters scheduled to come before the Annual Meeting. For “non-routine” matters, your broker does not have discretion to vote your shares and, if you do not give your broker voting instructions, your shares will be considered broker non-votes. The election of directors and the advisory vote to approve executive compensation are considered “non-routine” matters, and in order to vote on these matters, you will need to instruct your broker how to vote your shares. The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022 is usually considered a “routine” matter, however, because the Icahn Group has indicated its intention to deliver proxy materials in opposition to our Board’s director nominees, with respect to accounts to which the Icahn Group mails its proxy materials, brokers will not have discretion to vote on any matter, including the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022, without your voting instructions. The proposal to repeal any Bylaw amendments adopted after October 19, 2021 and prior to the Annual Meeting that could interfere with the seating of Icahn’s director nominees for election is considered a “non-routine” matter. As a result, if you do not instruct your broker on how to vote your shares, then your shares will not be voted on any of these proposals. We urge you to instruct your broker about how you wish your shares to be voted.

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Shares held in the EIP: If you do not provide instructions to the EIP trustee for the shares of Common Stock that you hold in the EIP, then the EIP trustee will vote your shares in the same proportion as the shares for which timely instructions were received from other EIP participants.

Are proxy materials available online?

 

Complete copies of this Proxy Statement and the 2021 Annual Report to Stockholders are available at www.SWXBuildingValue.com.

What happens if the Annual Meeting is postponed or adjourned?

 

If the Annual Meeting is postponed or adjourned, your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted at the Annual Meeting.

 

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Who is soliciting my proxy?

 

Your proxy is being solicited by the Board, and the Company will bear the entire cost of the proxy solicitation (see “COSTS OF SOLICITATION,” below). Innisfree M&A Incorporated, (“Innisfree”), 501 Madison Avenue, New York, NY 10022, has been retained to assist in obtaining proxies from certain stockholders. Arrangements have also been made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to you, if your shares are held in “street name.” In addition, our directors, officers or employees may solicit proxies in person or by telephone, e-mail or facsimile. Annex A sets forth information relating to our directors, nominees for directors and certain of our officers and employees who are considered “participants” in our solicitation under the rules of the U.S. Securities and Exchange Commission (“SEC”) by reason of their position as directors of the Company, as nominees for directors or because they may be soliciting proxies on our behalf.

 

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ADDITIONAL BACKGROUND OF THE SOLICITATION

The following discussion provides background information regarding the Company’s engagement with Mr. Icahn and certain of his affiliates beginning in October 2021 through the date of this Proxy Statement.

During this period, the Company, under the leadership of the Board and management, (i) continued its extensive engagement program with the Company’s stockholders, (ii) reaffirmed its ongoing commitment to Board refreshment, which is underscored by the addition of two new independent directors earlier this year and the retirement of two long-serving directors immediately before the Annual Meeting, (iii) completed its acquisition of Questar (as defined below) and continued to successfully integrate Riggs Distler & Company, Inc. (“Riggs Distler”) into the Company’s wholly-owned subsidiary, Centuri Group, Inc., both of which are expected to be accretive to the Company’s earnings in the first full year following their completion, and (iv) continued to maintain a disciplined, risk adjusted approach to capital allocation that has resulted in a strong balance sheet that is currently providing the Company with substantial financial flexibility.

Also during this period, Mr. Icahn, on the other hand has, to the Company’s knowledge, failed to seek the regulatory approvals that he claims will be sought in order for his slate of director nominees to be elected to the Board and which are necessary to consummate his tender offer. Mr. Icahn states in his Offer to Purchase (as defined below) that regulatory approval in Arizona may be required to elect his slate to the Board, and that he will be seeking approval for the election of his slate in Arizona, California and Nevada. As of the date of this filing, none of these approvals has been obtained nor, to the Company’s knowledge, have any applications in respect thereof been made.

On October 4, 2021, the Company received a letter from Mr. Icahn, purportedly in response to a Reuters article published the prior day about the Company’s pursuit of an acquisition of Dominion Energy Questar Pipeline, LLC (together with its subsidiaries and certain associated affiliates, “Questar”). Although the terms of the acquisition had not yet been disclosed by the Company, Mr. Icahn’s letter stated that he opposed the Questar transaction and criticized the Company’s performance and management.

On October 5, 2021, the Board met via video conference with certain members of management and outside advisors to review and discuss the potential acquisition of Questar. The Board also discussed Mr. Icahn’s October 4, 2021 letter and Mr. Icahn’s disclosed and potential ownership position in the Company, as well as the views Mr. Icahn had expressed with respect to the Company’s business and the Questar transaction. After careful consideration of, among other things, the due diligence conducted by management with the assistance of financial, legal and other outside advisors, the terms of the definitive agreement for the acquisition of Questar, and the significant financial and strategic benefits to the Company and its stockholders, the Board unanimously approved the Company entering into the definitive agreement. The Board also discussed Mr. Icahn’s approach to the Company and the steps the Board should take to consider and respond to Mr. Icahn’s letter and to the potential threat posed to the Company and its stockholders if Mr. Icahn rapidly increased his ownership position in light of his proposals for the Company, including the potential adoption of a stockholder rights plan. The Board reiterated their desire to obtain the perspective of the Company’s stockholders as part of their oversight of the business.

Later that day, the Company entered into a definitive agreement with Dominion Energy Questar Corporation to acquire Questar and issued a press release announcing the transaction. The press release stated, among other things, that the Questar acquisition “will provide significant financial and strategic benefits to our company, shareholders, employees and partners, as we continue to significantly increase our role in the transitioning energy landscape. In particular, this transaction further enhances our earnings metrics, further diversifies our business with FERC-regulated infrastructure, secures consistent rate-regulated cash flow, supports dividend growth, and increases our business flexibility for funding our capital needs, thereby creating significant near- and long-term value for shareholders. This acquisition accelerates our energy transition strategy by strengthening our ability to provide affordable, low carbon energy to customers while positioning us to transport renewable natural gas, responsibly sourced gas, and eventually, hydrogen and CO₂.” The press release also provided that the transaction is expected to be accretive to earnings per share in 2022, the first full year after close.

Also on October 5, 2021, Mr. Icahn publicly released his October 4, 2021 letter to the Board opposing the Company’s decision to enter into the Questar transaction.

On October 7, 2021, Mr. Hester, President and Chief Executive Officer of the Company, and certain other members of management had a telephone call with Mr. Icahn and several of his representatives. During that conversation, Mr. Icahn expressed his opposition to the Questar transaction and the possibility that, to pay for the Questar transaction, the Company would raise equity financing that might be dilutive to the Company’s current stockholders. Mr. Icahn proposed that the Company raise equity financing through a rights offering to the Company’s stockholders, which Mr. Icahn would “backstop” by agreeing to purchase all the equity in the Company that was not purchased by

 

8		Southwest Gas Holdings 2022 Notice and Proxy

other stockholders. Mr. Icahn also said he thought he could secure up to three or four seats on the Board, but said he might settle for two seats. Mr. Hester and Mr. Icahn agreed to speak again in a few days.

On October 10, 2021, the Board met via video conference with certain members of management and outside advisors. The Board, among other things, discussed Mr. Hester’s conversation with Mr. Icahn. The Board then reviewed with its outside advisors various factors in determining whether it was appropriate and in the best interest of the Company’s stockholders to adopt a stockholder rights plan, including, among other things, Mr. Icahn’s ownership in the Company, the potential impact of Mr. Icahn’s stockholding on management’s ability to focus on operating the business and delivering long-term stockholder value, the potential for Mr. Icahn to acquire a large or even controlling block of shares without paying an appropriate premium, and Mr. Icahn’s history of activist campaigns and hostile takeovers at other companies. After considering various factors, including those described in the preceding sentence, and concluding that the further accumulation by Mr. Icahn of additional shares and derivative positions in the Company was a threat to the Company and its stockholders, the Board unanimously determined that it was in the best interests of the Company and its stockholders to adopt a stockholder rights plan (the “Rights Agreement”). In doing so, the Board reiterated its desire to engage with stockholders and noted that the Rights Agreement was intended to ensure that all stockholders receive fair and equal treatment and maintain the ability to realize the long-term value of their investment in the Company.

On October 11, 2021, the Company issued a press release announcing that the Board had adopted the Rights Agreement, and noted that the Rights Agreement was designed to protect stockholder interests by reducing the likelihood that any person or group would gain control of the Company without appropriately compensating the Company’s stockholders for control. The Company also stated that the Rights Agreement was not designed to prevent any action with respect to the Company, but rather intended to position the Board to fulfill its fiduciary duties on behalf of all stockholders by ensuring that the Board has sufficient time to make informed judgments about any attempts to control the Company and to encourage anyone seeking to gain a controlling interest in the Company to negotiate directly with the Board prior to attempting a takeover.

On October 13, 2021, the Company issued an open letter to Mr. Icahn responding to points raised by Mr. Icahn in his October 4, 2021 letter. The letter reiterated that the Company was open to listening to ideas for enhancing stockholder value, and responded to points raised by Mr. Icahn in his October 4, 2021 letter, including that:

 

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“Questar Pipelines Is an Especially Compelling Asset That Aligns with Southwest Gas Holdings”

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“The Acquisition of Questar Pipelines is Appropriately and Fairly Priced”

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“Our Financing Plan Rebalances Our Capital Structure and Supports Our Balance Sheet”

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“We Have a Long and Demonstrated History of Constructive Relationships with Our Regulators”.

Also, on October 13, 2021, Mr. Hester and certain other members of management had another telephone call with Mr. Icahn and several of his representatives. During this call, Mr. Icahn reiterated his previous views with respect to the Questar transaction and the potential equity financing. In addition, although he did not provide any specific proposal to Mr. Hester, Mr. Icahn indicated that he would be making a public announcement as soon as the following day.

On October 14, 2021, Mr. Icahn publicly announced his intention to commence an unsolicited tender offer for the Company’s securities and to nominate a full slate of directors for election at the Annual Meeting. That same day, the Company issued a press release acknowledging Mr. Icahn’s announcement.

On October 19, 2021, certain affiliates of Mr. Icahn sent a letter to the Company requesting the director candidate questionnaire and the director nominee agreement. The Company provided both documents to Mr. Icahn the next day.

On October 20, 2021, Mr. Icahn issued an open letter to the Company’s stockholders asserting rebuttals to the Company’s letter dated October 13, 2021. That same day, the Company issued a statement reiterating that the “Board and management team remain committed to pursuing long-term value for the Company and all of our shareholders, whether coming from ideas through our shareholders or otherwise.”

On October 22, 2021, certain affiliates of Mr. Icahn delivered a letter to representatives of the Company demanding, pursuant to Section 220 of the Delaware General Corporation Law, inspection of the Company’s stockholder list, security position listing and other information.

On October 25, 2021, Mr. Icahn issued an open letter to the Board, which, among other things, reiterated Mr. Icahn’s belief that a rights offering was the preferred method to finance the Questar transaction and Mr. Icahn’s offer to backstop such a rights offering. In the letter, Mr. Icahn also offered to provide all of the equity financing necessary for the Questar transaction at $75 per share, despite the fact that such transaction would be in violation of U.S. securities laws due to Mr. Icahn’s announcement of the tender offer.

 

Southwest Gas Holdings 2022 Notice and Proxy		9

On October 27, 2021, affiliates of Mr. Icahn commenced his tender offer to purchase any and all of the outstanding shares for $75 per share in cash upon the terms set forth in the Offer to Purchase dated October 27, 2021 (the “Offer to Purchase”). The Offer to Purchase contained no information about Mr. Icahn’s plans for managing the Company, except for statements that Mr. Icahn intends to conduct a detailed review of the Company. In addition, the Offer to Purchase stated that the tender offer was conditioned upon the receipt of any necessary regulatory approvals, but failed to provide what regulatory approvals would satisfy the condition, failed to make any commitment to take actions to obtain the regulatory approvals and did not provide a timeline for making an application for, or receiving, the regulatory approvals.

Also on October 27, 2021, the Company issued a press release acknowledging Mr. Icahn’s announcement, confirming that the Board would carefully review and evaluate the tender offer, and advising the Company’s stockholders to take no action pending the Board’s review and evaluation of the tender offer.

On November 1, 2021, the Board met via video conference with certain members of management and outside advisors to review in detail the terms of the tender offer, as well as to review and discuss, among other things, the Company’s operational performance and financial forecasts.

On November 5 and November 8, 2021, the Board met via video conference with certain members of management and outside advisors and considered various factors relating to the tender offer, including the financial analyses of the tender offer by the Company’s financial advisors. At the November 8, 2021 meeting, each of the Company’s financial advisors rendered their respective oral opinions to the Board, each subsequently confirmed in writing, to the effect that, as of November 8, 2021, and based upon and subject to the assumptions, qualifications, matters and limitations set forth in their respective written opinions, the consideration proposed to be paid to the stockholders (other than to Mr. Icahn and any of his affiliates) pursuant to the tender offer was inadequate from a financial point of view to such stockholders. After discussion, the Board unanimously determined (i) that the tender offer is inadequate, undervalues the Company, is coercive, and is not in the best interests of the Company and its stockholders, and (ii) that the Board would recommend that stockholders reject the tender offer and not tender any shares into the tender offer.

On November 9, 2021, the Company filed its Solicitation/Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) and issued a press release and letter to its stockholders, which, in each case, provided the recommendation from the Board that the Company’s stockholders reject the tender offer and not tender their shares into the tender offer.

Also on November 9, 2021, continuing its commitment to Board refreshment, the Board announced the appointment of E. Renae Conley and Carlos A. Ruisanchez to the Board, in each case, effective January 1, 2022, and the retirement of Michael J. Melarkey and Stephen C. Comer, effective immediately before the Annual Meeting, due to their attainment of the Company’s mandatory retirement age. Ms. Conley’s and Mr. Ruisanchez’s appointment was the culmination of an extensive Board-led search which began in the first quarter of 2021. With these changes to the Board, following the Annual Meeting, the Board would be comprised of 10 directors, 9 of whom are independent and 4 of whom had joined the Board in the last 3 years.

Later that day, the Company conducted its third quarter 2021 earnings call. During the call, Mr. Hester highlighted how the Questar transaction is forecasted to be accretive to earnings in 2022 and that the transaction will, among other things, position the Company to support the delivery of reliable and affordable energy services in both the short- and long-term. The earnings call also included further insight from Mr. Hester as to how the Riggs Distler transaction will accelerate earnings per share and dividends for the Company’s stockholders.

Also on November 9, 2021, Mr. Icahn issued an open letter to the Company’s stockholders in response to the Recommendation Statement.

On November 11, 2021, Mr. Icahn issued an open letter to the Board, threatening to sue the Company if it raises equity financing at a share price of less than $75 per share without first negotiating with him.

On November 15, 2021, Mr. Icahn notified the Company of, and issued a press release announcing, Mr. Icahn’s intent to nominate 10 nominees for election to the Board at the Annual Meeting and to submit two proposals for stockholder approval.

Mr. Icahn’s first proposal would ask the stockholders to call a special stockholders’ meeting in the event that Mr. Icahn’s slate of director nominees were unable to be elected at the Annual Meeting because the regulatory approvals necessary to elect Mr. Icahn’s nominees had not yet been obtained (the “Special Meeting Proposal”). If approved, the special stockholders’ meeting would take place no later than 45 days following the receipt of all such regulatory approvals. At the special stockholders’ meeting, Mr. Icahn’s slate of director nominees would be up for

 

10		Southwest Gas Holdings 2022 Notice and Proxy

nomination to the Board. The Company has rejected the Special Meeting Proposal, on the basis that it is illegal under Delaware law as well as not permitted by the Company’s organizational documents. The second proposal would be to repeal any amendment to the Company’s Bylaws after October 19, 2021 that prevents Mr. Icahn’s full slate of director nominees from being elected to the Board (the “Bylaw Restoration Proposal”).

Also on November 15, 2021, the Company issued a public statement, stating among other things that, consistent with the Company’s governance arrangements, the Board would review Mr. Icahn’s slate of directors with the Nominating and Corporate Governance Committee. In addition, the public statement asserted that the nomination of Mr. Icahn’s slate of directors “is the latest step in Mr. Icahn’s efforts to take control of Southwest Gas without paying a control premium” and that the Board is committed to determining the financing strategy for the Questar transaction that is in the long-term best interest of all of the Company’s stockholders. The public statement also provided that “the Board values constructive dialogue with its investors with the mutual goal of enhancing value for all stakeholders – including for our local communities in partnership with our regulators in each of our three state commissions. As we do with all stockholders, members of the Company’s management team have engaged directly with Icahn to hear his views and share ours. In these conversations, Icahn has criticized the pending Questar Pipelines acquisition and pressured Southwest Gas to pursue different alternatives for financing the acquisition – some of which treat Icahn differently than other stockholders.”

Between November 18, 2021 and November 22, 2021, the respective counsel for Mr. Icahn and the Company exchanged communications regarding the Company’s rejection of the Special Meeting Proposal.

On November 24, 2021, Mr. Icahn publicly circulated a stockholder presentation critical of the Company’s management and the Board and in which, among other things, Mr. Icahn disclosed certain of his plans regarding the operation of the Company. Mr. Icahn did not discuss these plans with the Company before publicly disclosing them.

Also on November 24, 2021, Mr. Hester and certain other members of management had a telephone call with Mr. Icahn and several of his representatives. Mr. Icahn again repeated his criticism of the Questar transaction and the potential equity financing and again mentioned his proposal to backstop a rights offering. He also indicated his desire for Board representation.

On November 29, 2021, certain affiliates of Mr. Icahn sued the Company and the Board in the Delaware Court of Chancery (the “Lawsuit”). The Lawsuit, among other things, sought to impede the Company’s permanent financing for the Questar transaction by seeking a restraining order that would prevent the Company from selling shares at a price below $75 per share or to anyone that the Board reasonably knows is likely to support the Board at the Annual Meeting. The Lawsuit also alleged that the Company improperly rejected the Special Meeting Proposal, which the Company rejected on the basis that it is illegal under Delaware Law as well as not permitted by the Company’s organizational documents.

Since its initial consideration of the Questar transaction, the Board, together with its outside financial advisors, has continued its ongoing evaluation of the various financial alternatives for the permanent financing for the Questar transaction that would be in the long-term best interest of all of the Company’s stockholders. This review includes a comprehensive assessment of a range of alternatives, including Mr. Icahn’s financing proposals and the pro rata rights offering proposed by Mr. Icahn. Over the course of its review process, the Company and its financial advisors contacted and engaged with numerous financing sources, including both debt financing and equity financing. In accordance with the Board’s ongoing evaluation, Southwest Gas entered into a 364-day term loan agreement (the “Bridge Facility”) on November 1, 2021, which has provided the Company with the flexibility to consider a range of permanent financing alternatives for the Questar transaction.

In addition, the Company has continued its extensive engagement program with the Company’s stockholders, including various meetings (in person or electronically) with a number of the Company’s stockholders.

On December 7, 2021, affiliates of Mr. Icahn amended the Offer to Purchase and provided additional disclosure with respect to Mr. Icahn’s plans for the Company. Mr. Icahn did not discuss these plans with the Company before filing the amendment. In addition, the amended Offer to Purchase provided additional disclosure with respect to certain of the regulatory approvals required to seat Mr. Icahn’s slate of nominees as well as to consummate the tender offer. In particular, the amended Offer to Purchase provided that Mr. Icahn would be seeking approval for the election of his slate and for consummating the tender offer from regulators in Arizona, California and Nevada (the “Regulatory Approval Condition”). The amended Offer to Purchase only provided that Mr. Icahn “intends” to file applications for such approvals and did not otherwise provide a timeline for making these applications. It also stated that Mr. Icahn does not know how long the process for satisfying the Regulatory Approval Condition will take.

On December 15, 2021, Mr. Icahn publicly circulated a stockholder presentation, substantially similar to the one filed on November 24, 2021, critical of the Company’s management and the Board and in which, among other things,

 

Southwest Gas Holdings 2022 Notice and Proxy		11

Mr. Icahn disclosed certain of his plans regarding the operation of the Company. Mr. Icahn did not discuss these plans with the Company before publicly disclosing them.

On December 21, 2021, the Delaware Court of Chancery denied Mr. Icahn’s motion for a temporary restraining order that would have constrained the Company’s ability to raise permanent financing for the Questar transaction.

On December 24, 2021, Mr. Icahn extended the expiration date of the tender offer from December 27, 2021 to January 26, 2022. In response, the Company issued a press release announcing that it continues to recommend that the Company’s stockholders not tender any shares into the tender offer.

On December 27, 2021, Mr. Hester and certain other members of management had a telephone call with Mr. Icahn and several of his representatives. During that call, the Company discussed the status of the Questar transaction with Mr. Icahn. Mr. Icahn reiterated his interest in providing financing to the Company.

On December 31, 2021, the Company completed the Questar acquisition, which was financed with the Bridge Facility.

On January 14, 2022, the Company amended the Recommendation Statement and disclosed that the Board adopted a Board resolution designating Mr. Icahn’s slate as “continuing directors,” should they be elected to the Board by the Company’s stockholders at the Annual Meeting, for the sole purpose of ensuring that their election would not trigger an event of default under certain of the Company’s indebtedness.

On January 20, 2022, as part of the nominee evaluation process in connection with the Annual Meeting, the Company invited each of Mr. Icahn’s nominees to be interviewed by members of the Nominating and Corporate Governance Committee of the Board. None of the nominees has responded to the Company’s invitation, let alone agreed to be interviewed.

On January 26, 2022, Mr. Icahn amended the Offer to Purchase to add, as a new condition to the tender offer, the requirement that a majority of Mr. Icahn’s slate of director nominees be elected to the Board at either the Annual Meeting or any subsequently called special meeting. The amended Offer to Purchase also extended the expiration date of the tender offer from January 26, 2022 to February 23, 2022.

In addition, Mr. Icahn announced that he intends to restructure the tender offer so that, upon its closing, if shares are tendered that would result in Mr. Icahn and his affiliates holding more than 24.9% of the outstanding shares, then all shares held by Mr. Icahn and his affiliates in excess of 24.9% would be transferred to one or more independent trusts with third-party trustees. The trust or trusts will be the record owner of the transferred shares and the trustee(s) would have the right to vote the shares in the trustee(s)’ discretion. Mr. Icahn would select the trustee or trustees, and would also have the power to remove and replace the trustee(s) at any time with or without cause. Mr. Icahn would also retain all of the economics, and the trustee(s) would generally not have dispositive control over the shares in the trust(s).

According to Mr. Icahn, as stated in an open letter to the Company’s stockholders on January 26, 2022, he amended the Offer to Purchase in this manner because he believes it circumvents the need to obtain the regulatory approvals set forth in the Regulatory Approval Condition in order to consummate the tender offer. Despite this belief, Mr. Icahn neither amended the Offer to Purchase to remove the Regulatory Approval Condition nor revoked his intention to submit the Special Meeting Proposal at the Annual Meeting. In addition, to the Company’s knowledge, none of the applicable state regulatory authorities has endorsed this structure as removing the requirement for regulatory approval.

In the amended Offer to Purchase, Mr. Icahn also did not alter his belief that certain state regulatory approvals would be required before Mr. Icahn’s slate could be elected to the Board. As of the date of this filing, none of these approvals has been obtained nor, to the Company’s knowledge, have any applications in respect thereof been made.

On January 27, 2022, the Company issued a press release stating that Mr. Icahn’s amended Offer to Purchase “further reinforces our belief that the Icahn slate has been assembled with one goal in mind—to facilitate Mr. Icahn’s effort to take control of Southwest Gas without paying a control premium to Southwest Gas stockholders.” In addition, the Company noted in the press release that “Mr. Icahn does not have regulatory approval to proceed with his Offer or take control of the Southwest Gas Board through a proxy contest. Further, Mr. Icahn has not waived, nor satisfied, the Regulatory Approval condition to his Offer.”

On February 11, 2022, the Company filed a motion for summary judgment in the Lawsuit regarding the Special Meeting Proposal on the basis that the Special Meeting Proposal is not lawful and not consistent with the Company’s organizational documents.

 

12		Southwest Gas Holdings 2022 Notice and Proxy

On February 21, 2022, representatives of Lazard Frères & Co. LLC (“Lazard”), financial advisor to the Company, had a telephone call with Mr. Icahn and several of his representatives. The purpose of the call was for Lazard to invite Mr. Icahn and his representatives to share the terms they proposed for Mr. Icahn’s potential financing to replace the Bridge Facility. However, Mr. Icahn declined to propose any terms. Mr. Icahn restated his objective to purchase the Company for $75 per share as his priority as compared to providing any financing on its own. Moreover, Mr. Icahn stated that he would only be willing to provide financing if his tender offer closed first or, if the Company agreed to move forward with the tender offer and it did not close, he would provide financing on terms that he declined to define.

Following the call, Lazard followed up by email with a request for proposed financing terms and asked Mr. Icahn to complete a questionnaire including questions concerning specific types of equity, ratios of any such equity if a financing were to consist of multiple components and other proposed terms, such as exit requirements and governance rights.

On February 23, 2022, Mr. Icahn amended the Offer to Purchase to extend the expiration date of the tender offer from February 23, 2022 to March 23, 2022.

On March 1, 2022, after refusing to provide the information requested by Lazard about his financing proposal, Mr. Icahn publicly disclosed his purported responses to the questionnaire provided by Lazard on February 21, 2022. However, in his responses, Mr. Icahn failed to respond to a number of direct questions and did not provide any specific proposed terms.

On March 14, 2022, Mr. Icahn amended the Offer to Purchase to increase the offer price to be paid in the tender offer from $75 per share to $82.50 per share in cash, upon the terms set forth in the Offer to Purchase. On March 14, 2022, the Company issued a press release stating that the Board, consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, will carefully review and evaluate the revised tender offer to determine the course of action that the Board believes is in the best interests of the Company’s stockholders.

On March 15, 2022, the Delaware Court of Chancery held a hearing on the Company’s and the director defendants’ motion for summary judgment on counts IV and V of Mr. Icahn’s Verified Complaint for Injunctive and Declaratory Relief in the Lawsuit, relating to the Company’s exclusion of the Special Meeting Proposal. The Court has not yet rendered a decision on the motion.

 

Southwest Gas Holdings 2022 Notice and Proxy		13

GOVERNANCE OF THE COMPANY

Board of Directors

 

Under the provisions of the Delaware General Corporation Law and the Company’s Bylaws, the Company’s business, property and affairs are managed by or under the direction of the Board. The Board is kept informed of the Company’s business through discussions with the Chief Executive Officer and other officers and by reviewing reports and other materials provided to it by management at the Board and committee meetings.

Independence

The Board determines the independence of our directors by applying the independence principles and standards established by the NYSE and included in our Corporate Governance Guidelines. Our guidelines require that the Board be comprised of a majority of independent directors, consistent with the NYSE rules. The Board determined that directors Boughner, Cárdenas, Comer, Conley, Lewis-Raymond, Mariucci, Melarkey, Ruisanchez, Thoman, Thomas and Thornton have no material relationships with the Company and are independent (“Independent Directors”). The independence determination for Messrs. Comer and Melarkey related to their service on the Board prior to their retirement immediately before the 2022 Annual Meeting. The Board also determined that all of the members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent.

In making these determinations, the Board reviewed all transactions or relationships with the Company using a definition of “material relationships” that (i) includes the criteria listed in Section 303A of the listing requirements of the NYSE and (ii) presumes that matters not subject to disclosure pursuant to Item 404 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and matters above the Item 404 threshold which are authorized by Southwest Gas Corporation’s (“Southwest”) regulatory tariffs, are not “material relationships.” The definition of “material relationships” for directors on the Audit Committee also includes the criteria listed in Section 10A(m)(3) of the Exchange Act. The definition of “material relationships” for directors serving on the Compensation Committee also includes the criteria listed in Section 16(b) of the Exchange Act. The independence criteria used are included in the Company’s Corporate Governance Guidelines, which are available on the Company’s website at www.swgasholdings.com. The Board based its independence determination primarily on a review of the responses of the directors and officers to questions regarding employment and compensation history, affiliations and family relationships, discussions with directors, and a review of Company payment histories.

In concluding that the directors listed above are independent, the Board reviewed transactions pursuant to which we purchased approximately $1.7 million in datacenter and communications-related products and services in 2021 from Switch, Inc. (NYSE: SWCH) or its subsidiaries (“Switch”). Director Thomas and certain members of his family have an equity interest in Switch, and director Thomas is a director of Switch. The Nominating and Corporate Governance Committee, excluding director Thomas, has reviewed the Switch transaction annually since 2011 under the Company’s policy for related person transactions, taking into account all relevant information, and has determined each year that director Thomas does not have a direct or indirect material interest in the transaction. The principal considerations in this determination are that the relationship with Switch was negotiated on an arm’s-length basis in the ordinary course of business, the transaction represents less than 1% of Switch’s annual revenues and director Thomas and his relatives and affiliates hold, collectively, a minority interest in Switch. Additionally, the committee considered the nature and scope of the relationship of director Thomas’ family with Switch, which does not involve any relative of director Thomas acting as an officer or employee of Switch or in any similar capacity. The transaction also represents less than 1% of Southwest’s annual operations and maintenance expense. Based on the committee’s recommendation and its own review, the Board has determined that director Thomas is an Independent Director.

Board Meetings

The Board held five regular meetings and 13 special meetings in 2021 and an organizational meeting immediately following the 2021 Annual Meeting of Stockholders. Each incumbent director attended at least 94% of the Board and committee meetings on which he or she served during 2021. The Independent Directors meet in executive session, without management present, in connection with every regularly scheduled Board meeting. These sessions are presided over by Michael J. Melarkey, Chairman of the Board (the “Chair”), who is the current “Presiding Director.”

Board Leadership Structure

 

The policy of the Board is that the role of Chair should be separate from that of the Chief Executive Officer. The Chair is elected annually, at the organizational meeting, by the full Board. Every three years or upon a Chair’s

 

14		Southwest Gas Holdings 2022 Notice and Proxy

resignation, retirement, or failure to be reelected to the Board by stockholders, the Board conducts an in-depth assessment of potential candidates for that position. The Board believes that this leadership structure is the appropriate structure for the Company at this time because it allows the Board to exercise true independent oversight of management. The Board recently elected director Boughner to serve as Chair, following the retirement from the Board of director Melarkey, subject to Mr. Boughner’s reelection as a director at the Annual Meeting.

The Board believes the structure described above provides strong leadership for our Board, while positioning our Chief Executive Officer as the leader of the Company for our investors, counterparties, employees and other stakeholders. The Board believes that the current structure, which includes an independent Chair serving as Presiding Director, helps ensure independent oversight of the Company and allows the Chief Executive Officer to focus his energies on management of the Company.

All members of the Board are independent, with the exception of the Chief Executive Officer. A number of the independent Board members are currently serving or have served as directors or as members of senior management of other public companies and large institutions. All of the Board committees are comprised solely of Independent Directors, each with a different Independent Director serving as Chair of the committee. The Board believes that the number of independent experienced directors that make up our Board, along with the independent oversight of the Board by the non-executive Chair, benefits the Company and its stockholders.

The Board recognizes that in the event that circumstances facing the Company change, a different leadership structure may be in the best interests of the Company and its stockholders.

Risk Oversight

 

The entire Board is responsible for reviewing and overseeing the Company’s internal risk management processes and policies to help ensure that the Company’s corporate strategy is functioning as directed and that necessary steps are taken to foster a culture of risk-aware and risk-adjusted decision making throughout the Company.

Regulation by various state and federal utility regulatory commissions is one of the key risks that the Company’s utility subsidiary faces. The limits imposed on Southwest as a public utility permeate its business operating model (including pricing of services, authorized areas of service and obligations to serve the public). Other risks affecting the Company include risks associated with credit, liquidity, cybersecurity and operational matters, including electrification or decarbonization policies, and have evolved with changes in the natural gas distribution and utility infrastructure services industries.

The Board receives regular reports from management in areas of material risk to the Company, including credit risk, liquidity risk and operational risk. Credit and liquidity risks are addressed in the review of capital budgets and ongoing capital requirements. Liquidity risks are also addressed in the review of gas supply acquisition and related regulatory cost recovery. Operational risks are addressed in the review of operating budgets, key performance indicators and regulatory compliance requirements, including pipeline safety requirements.

Oversight responsibility rests with the full Board and is not assigned to any of the Board committees. However, the committees assist the Board’s oversight role through their focus on risks in their assigned areas of responsibility - such as financial risk by the Audit Committee and Environmental, Social and Governance (“ESG”) related matters by the Nominating and Corporate Governance Committee.

Cybersecurity Oversight

 

Cybersecurity is a risk overseen by the full Board, along with subject matter experts within the Company. It is a priority that is regularly addressed by the Board with the relevant functional leaders of the Company, including frequent in-person reports of the Chief Information Officer at Board meetings. The full Board receives these reports, as well as regular reports on the Company’s enterprise risk management program, from management to help enable it to oversee and manage the Company’s risks in these areas.

ESG Practices and Oversight

 

The Company strives to make a positive impact on our customers, employees and the environment, and we are dedicated to improving energy efficiency, protecting the environment, and supporting our communities. We continue to implement sustainable business practices in key aspects of our operations, with a goal of refining these practices over time. The Nominating and Corporate Governance Committee of the Board of Directors oversees the Company’s policies and performance on sustainability, climate change, diversity, equity and inclusion, human rights and other

 

Southwest Gas Holdings 2022 Notice and Proxy		15

ESG topics. The committee and management provide regular updates to the full Board as these topics apply to our business practices and operations. The Company recently completed an in-depth strategic analysis considering the role of, and opportunities for, the Company in the energy transition as well as other strategic, stockholder-value creating directives. Additionally, the Compensation Committee has begun to develop metrics to align executive incentive compensation with success in the ESG arena.

Sustainability

We understand our business has an impact on the environment, and we remain steadfast in our commitment to minimize this impact. The Company recognizes that climate change implications, such as severe weather events, greenhouse gas (“GHG”) emissions regulations, and increased public awareness of the impacts of climate change, pose strategic risks for our Company and our stockholders. The Company has demonstrated its commitment to minimize our environmental impact through a history of sustainable practices. For example, with the oversight of and guidance from our Board and management, the Company is taking proactive measures to help communities achieve their emissions reduction goals and to manage relevant climate change risks in our operations. These measures include:

 

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Delivering lower-carbon fuels to our communities, including compressed natural gas (“CNG”) and renewable natural gas (“RNG”).

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Partnering with Arizona State University and the University of Nevada, Las Vegas on hydrogen blending and creation projects.

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Investing in methane emissions-capture systems.

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Investing in the integrity of and preventing excavation damages to our infrastructure.

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Switching our fleet to CNG.

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Investing in energy-efficient technologies and renewable energies to power our buildings.

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Developing and promoting customer energy efficiency programs.

Given the large number of ESG reporting agencies and frameworks, it is of ongoing importance to the Company to identify and report under widely accepted disclosure frameworks that are most relevant to our industries and most informative to our stakeholders. The Company adopted and began disclosure under the Sustainability Accounting Standards Board (“SASB”) reporting framework in 2020. Recently, some large investors have asked their portfolio companies, including us, to track and disclose under Task Force on Climate-Related Financial Disclosures (“TCFD”) standards. We are currently considering the system changes needed to begin TCFD reporting, and identifying the internal and external resources needed for this purpose.

In support of a comprehensive sustainability undertaking, Centuri Group, Inc. (“Centuri”) founded several cross-functional enterprise excellence teams, furthering our strategic sustainability goals across a growing family of companies. As our business expands, we continue building upon our sustainable environmental practices.

In 2021, Centuri announced its plan to reduce GHG emissions by 25% by 2030. At the same time, Southwest embarked on a critical evaluation of the pathways to attaining shared emissions reduction goals in its service territories. Demonstrating progress in this area, Southwest continues to actively reduce its carbon footprint through improvements to its fleet and building facilities. Southwest has also made significant progress in delivering low-carbon fuels to the marketplace through RNG projects and hydrogen blending pilot programs.

Through collaboration with industry associations, Southwest discloses GHG emissions data annually as reported on the U.S. Environmental Protection Agency’s Greenhouse Gas Reporting Program Subpart W and the AGA/EEI Template. Efforts to include RNG in our gas supply portfolio are ongoing. Several of our RNG activities were approved in 2020 by state utility commissions. In late 2021, Southwest began delivery of RNG to the Regional Transportation Commission of Southern Nevada for use in its fleet of buses. This step will help in the effort to further drive down transportation emissions in the Las Vegas, Nevada region. Additionally, both the Tres Rios Wastewater facility and the Paloma Dairy RNG interconnect projects located in Arizona were completed and placed into operation.

Southwest’s Distribution and Transmission Integrity Management Programs help ensure that we find and repair leaks more frequently and perform proactive pipe replacement as part of its monitoring and management of aging infrastructure. The replacement of Early Vintage Plastic Pipe, for example, supports our efforts to reduce unintentional release from potential infrastructure degradation. Southwest is also beginning to test new methane emissions-capture systems which will allow us to minimize our carbon footprint from maintenance and other operations functions, while having the ability to re-purpose the gas for alternative uses.

 

16		Southwest Gas Holdings 2022 Notice and Proxy

Diversity, Equity and Inclusion

At Southwest and Centuri, and throughout our collective operations, employees are critical to our success. Their talent and dedication are what allow us to provide safe and reliable service to customers and explore new opportunities that align with our strategies, while carrying out organizational core values related to safety, quality, and stewardship, among others. The Board oversees matters relating to our vision, values, and culture where diversity, equity, and inclusion (“DEI”); human and workplace rights; and employee health and safety are priorities. The Board receives regular reports from management and subject matter experts in these areas, and in turn provides guidance on current and future initiatives. The Board also assists management in integrating responsibility and sustainability into strategic activities to create long-term customer and stockholder value.

The Company and each of our subsidiaries are committed to Equal Employment Opportunity and Affirmative Action. We have implemented policies and programs which emphasize the importance of recruiting, hiring, training and promoting persons without regard to race, color, religion, sex, sexual orientation, national origin, age, disability, pregnancy, veteran status or any other non-job-related characteristic protected by local, state or federal law. The Company fosters diverse, equitable and inclusive workplaces that are free from harassment and discrimination. Southwest’s DEI strategy includes a focus on senior management by identifying baselines, building a talent acquisition strategy that incorporates DEI when sourcing internal and external talent, and implementing an emerging leaders program to integrate mentorship, sponsorship and skills development to develop and retain underrepresented diverse talent. The Board Skills and Composition Matrix (below) discloses the demographic background of each of our directors.

We endeavor to foster employee connectedness, engagement, and a diverse, equitable and inclusive environment through our SWGreat! Employee Engagement Committees and Diversity Councils. Southwest uses all-employee engagement surveys to gather our colleagues’ thoughts on workplace issues. Our Employee Engagement Committees develop employee-led activities to improve employee engagement. Diversity Councils and Employee Resource Groups, along with officer and management training, provide support for diversity of background, experience and thought. These committees and councils provide an opportunity for coworkers to develop team camaraderie, which helps to drive cross-functional operational results for stockholders. ESG efforts at Centuri focus on furthering employee and contractor safety and training; recruiting, developing and retaining a diverse workforce; promoting supplier diversity; educational outreach; and employee charitable giving and volunteer efforts. These initiatives help to build an inclusive and high performance culture with an engaged workforce to drive business results.

The Company and our employees actively support non-profit organizations in our areas of operation through financial support and hands-on volunteerism. As a Company, we continue to prioritize our efforts to mitigate the pandemic’s impact on the communities where we live and work. In early 2021, Southwest and Centuri put forth a collaborative effort toward the COVID-19 vaccine rollout, partnering with a local nonprofit in Arizona to administer over 18,500 doses in five days. Combined with the myriad of volunteer efforts we participate in throughout the year, we are heartened by how our employees’ dedication continues to evolve, invariably reaching new and meaningful heights. In 2021, Southwest employees selflessly pledged $2.19 million to over 238 local nonprofits, assisting when and where our communities needed them most.

Code of Conduct

The Company’s major business segments have each adopted a Code of Conduct to promote fairness, mutual respect and strong ethical standards. Southwest’s Code of Conduct encourages employees, officers and directors to “Take the Time to Make it Right.” Centuri’s Code of Conduct supports its strong reputation for honesty and integrity. These Codes of Conduct provide guidance to employees, officers and directors by helping them to recognize and deal with ethical issues including conflicts of interest, gifts and entertainment, confidential information, fair dealing, protection of assets, and our culture of compliance. Toll-free compliance helplines and websites are available to anonymously report suspected unethical behavior or violations of our Codes of Conduct.

 

Southwest Gas Holdings 2022 Notice and Proxy		17

Committees of the Board

 

The standing committees of the Board are the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The committees are composed solely of Independent Directors as outlined above. The table below shows the directors who are currently members or chairs of each committee.

 

Name of Director		Audit        Committee		Compensation        Committee		Nominating    and    Corporate    Governance    Committee
Robert L. Boughner		✓				✓
José A. Cárdenas				✓		Chair
Stephen C. Comer*		✓		✓
E. Renae Conley		✓		✓
John P. Hester
Jane Lewis-Raymond		✓		Chair
Anne L. Mariucci				✓		✓
Michael J. Melarkey*				✓		✓
Carlos A. Ruisanchez		✓				✓
A. Randall Thoman		Chair		✓
Thomas A. Thomas		✓				✓
Leslie T. Thornton		✓				✓

*

Messrs. Comer and Melarkey have attained retirement age, as specified in the Corporate Governance Guidelines, and will retire from Board service immediately prior to the 2022 Annual Meeting.

 

Audit Committee   Meetings Held in 2021: Five		Separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The committee meets periodically with management to consider, among other things, the adequacy of the Company’s internal control and financial reporting. The committee also discusses these matters with the Company’s independent registered public accounting firm, internal auditors and Company financial personnel. The Board has determined that directors Comer, Conley, Ruisanchez, and Thoman each qualify as an “audit committee financial expert,” as the term is defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act.
Compensation Committee   Meetings Held in 2021: Four		Responsible for determining Chief Executive Officer compensation and making recommendations to the Board annually on such matters as directors’ fees and benefit programs, executive compensation and benefits, and the compensation structure and incentive compensation plans of the Company’s significant subsidiaries. The committee’s responsibilities, as outlined in its charter, can be delegated to subcommittees made up of committee members. The committee receives recommendations from management on the amount and form of executive and director compensation, and the committee has the ability to directly employ consultants to assess the executive compensation program and director compensation, which it routinely does. The committee is also responsible for the “Compensation Committee Report” and related disclosures contained in this Proxy Statement.
Nominating and Corporate Governance Committee   Meetings Held in 2021: Four   Special Meetings Held in 2021: Two		Responsible for making recommendations to the Board regarding nominees to be proposed for election as directors; evaluating the Board’s size, composition, organization, processes, practices and committee structures; and developing criteria for the selection of directors. The committee will consider director candidates suggested by stockholders. The process for selecting directors is addressed in more detail below under the caption “Selection of Directors.” The committee is responsible for developing and recommending to the Board corporate governance principles and implementing and monitoring compliance with the Company’s Code of Business Conduct and Ethics. The committee is also responsible for assisting the Board with oversight of Company ESG policies and practices, and monitoring compliance with such policies.

 

18		Southwest Gas Holdings 2022 Notice and Proxy

The charters for the Audit, Compensation and Nominating and Corporate Governance Committees, the Company’s Corporate Governance Guidelines and the Company’s Code of Business Conduct and Ethics that applies to all employees, officers and directors are available on the Company’s website at www.swgasholdings.com. Print versions of these documents are available to stockholders upon request directed to the Corporate Secretary, Southwest Gas Holdings, Inc., 8360 S. Durango Drive, Las Vegas, NV 89113.

Selection of Directors

 

We believe the Board should be comprised of individuals with varied backgrounds, who possess certain core competencies, some of which may include broad experience in business, finance or administration and familiarity with national and international business matters. Additional factors that will be considered in the selection process include the following:

 

§

Independence from management;

§

Diversity, education and geographic location;

§

Knowledge and business experience;

§

Integrity, leadership, reputation and ability to understand the Company’s business;

§

Existing commitments to other businesses and boards; and

§

The current number and competencies of our existing directors.

We define “diversity” in a broad sense, i.e., age, race, color, gender, geographic origin, ethnic background, religion, disability and professional experience. The Nominating and Corporate Governance Committee takes diversity into consideration as it does the other factors listed above in selecting the director nominees for approval by the Board. The Nominating and Corporate Governance Committee does not assign a specific weight to any one factor. The Board Skills and Composition Matrix below enumerates some diversity factors regarding the Board’s nominees.

The Nominating and Corporate Governance Committee will consider director candidates suggested by stockholders by applying the criteria for candidates described above and considering the additional information referred to below. Stockholders who would like to suggest a director candidate should write to the Company’s Corporate Secretary and include:

 

§

A statement that the writer is a stockholder and is proposing a candidate for consideration as a director nominee;

§

The name of and contact information for the candidate;

§

A statement of the candidate’s business and educational experience;

§

Information regarding each of the factors listed above, sufficient to enable the committee to evaluate the candidate;

§

A statement detailing any relationship between the candidate and the Company, Company affiliates and any competitor of the Company;

§

Detailed information about any relationship or understanding between the proposing stockholder and the candidate;

§

Information on the candidate’s share ownership in the Company; and

§

The candidate’s written consent to being named a nominee and serving as a director, if elected.

The Nominating and Corporate Governance Committee has an ongoing program for identifying and evaluating potential director candidates. When seeking a candidate for director, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management or others. As candidates are identified, their qualifications are reviewed in light of the selection criteria outlined above. Whether any of such candidates are selected depends upon the current Board composition, the dynamics of the Board and the ongoing requirements of the Company (see “Board Evaluation and Director Succession Planning” below).

Stockholders may also nominate a person for election to the Board at an annual meeting by giving written notice to the Company not less than 120 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting, or within 10 days after notice is mailed or public disclosure is made regarding either a change of the annual meeting by more than 30 days or a special meeting at which directors are to be elected. In order to make such a nomination, a stockholder is required to include in the written notice the following:

 

§

As to each person whom the stockholder proposes to nominate for election or reelection as a director, all the information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required pursuant to Regulation 14A of the Exchange Act;

§

Each person’s written consent to being named a nominee and serving as a director, if elected;

§

The name and address of the proposing stockholder or beneficial owner; and

§

The class and number of shares of the Common Stock held directly or indirectly by the proposing stockholder.

All candidates for the Board may also be required to complete a director questionnaire provided by the Company.

 

Southwest Gas Holdings 2022 Notice and Proxy		19

The foregoing summary of the Company’s stockholder director nomination procedure is not complete and is qualified in its entirety by reference to the full text of the Company’s Bylaws that have been publicly filed with the SEC and are available at www.sec.gov.

Board Evaluation and Director Succession Planning

 

Each year, the Board and its committees conduct self-evaluations of their performance. This process is overseen by the Nominating and Corporate Governance Committee and is reviewed annually to ensure that it is effective and that all appropriate feedback is being sought and obtained. As part of the Board’s most recent self-evaluation process, the directors considered various topics relating to Board composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds. The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee self-evaluation processes are led by their respective committee chairs, as provided in the committee charters. Each committee performance evaluation includes a review of the committee charter to consider the necessity and appropriateness of changes.

Annual evaluations are a key component of the director nomination process and director succession planning. In planning for succession, the Nominating and Corporate Governance Committee and the Board consider the results of Board evaluations, as well as other appropriate information, including the overall mix of tenure and experience of the Board, the types of skills and experience desirable for future Board members and the needs of the Board and its committees at the time. Recent succession planning discussions have focused on the size and composition of the Board, including Board diversity, skill-set and anticipated director retirements.

Given the importance of recruiting qualified, independent individuals to serve as directors of the Company, the Board believes that it is prudent to conduct a dedicated search for potential director candidates in order to preserve the high quality of the Board and maintain its diversity of experience. Director Cárdenas is the current Chair of the Nominating and Corporate Governance Committee, which is responsible to lead the execution of our succession plans over the course of the next several years. In 2021, the process led to the selection of two new directors, E. Renae Conley and Carlos A. Ruisanchez, who began Board service on January 1, 2022.

Stockholder Engagement

 

The Company believes that maintaining an active dialogue with our stockholders is of utmost importance in delivering sustainable, long-term value for our stockholders. Throughout the year the Company’s Investor Relations group engages with stockholders on a variety of topics to ensure the Company addresses questions and concerns, seeks input, and provides perspective on the Company’s policies and practices. The Company also engages with proxy advisory firms that represent various stockholder interests. Feedback gathered from this outreach is regularly reviewed and considered by the Board and is reflected in adjustments and enhancements made to our policy and practices, particularly with regard to executive compensation and Company subsidiary structure. The Company highly values the time spent with stockholders and actively seeks to increase transparency and to better understand stockholder views on key issues.

Majority Voting Policy

 

The Company’s Corporate Governance Guidelines set forth our majority voting policy for directors, which states that, in an uncontested election, if any director nominee receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” his or her election (a “Majority Withheld Vote”), the director nominee must promptly tender his or her resignation to the Board following certification of the stockholder vote. Since the majority voting policy applies only to uncontested elections, we do not anticipate that it will apply to the 2022 election of directors in light of the Icahn Group’s stated intention to propose ten director nominees for election.

The Nominating and Corporate Governance Committee must promptly consider the tendered resignation and make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Nominating and Corporate Governance Committee in making its recommendation, and the Board in making its decision, may consider any factors or other information that it considers appropriate and relevant, including, but not limited to:

 

§

The stated reasons, if any, why stockholders withheld their votes and whether they can be cured;

§

The director’s tenure;

§

The director’s qualifications;

§

The director’s past and expected future contributions to the Company; and

§

The overall composition of the Board.

 

20		Southwest Gas Holdings 2022 Notice and Proxy

The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following certification of the stockholder vote. The Board may accept a director’s resignation or reject the resignation. Thereafter, the Company will promptly publicly disclose the Board’s decision whether to accept or reject the tendered resignation and its rationale for rejecting the tendered resignation, if applicable.

If the Board accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board, in each case pursuant to our Bylaws. If a director’s resignation is not accepted by the Board, such director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

Any director who tenders his or her resignation pursuant to this policy may not participate in the Nominating and Corporate Governance Committee’s recommendation or the Board’s decision to accept or reject the tendered resignation. If each member of the Nominating and Corporate Governance Committee receives a Majority Withheld Vote at the same election, then the Independent Directors who do not receive a Majority Withheld Vote must appoint another committee to consider any tendered resignations and recommend to the Board whether to accept such resignations.

Through this policy, the Board seeks to be accountable to all stockholders and to respect the rights of stockholders to express their views through their votes for directors. However, the Board also deems it important to preserve sufficient flexibility to make sound evaluations based on the relevant circumstances in the event of a Majority Withheld Vote against a specific director. For example, the Board may wish to assess whether the sudden resignations of one or more directors would materially impair the effective functioning of the Board. Accordingly, the Board’s policy is intended to allow the Board to react to situations that could arise if the resignation of multiple directors would prevent a key committee from achieving a quorum or would otherwise adversely impact the Company.

Transactions with Related Persons

 

The Company has written policies and procedures for the review, approval or ratification of any transaction in which the Company was, is or will be a participant, the amount involved exceeds $120,000 and any director or officer of the Company, any director nominee, any person who is the beneficial owner of more than 5% of the Common Stock, or any immediate family members of the foregoing (each, a “Related Person”), had a direct or indirect material interest (“Related Person Transactions”). Under the Corporate Governance Guidelines, prior to entering into a potential Related Person Transaction, including transactions that involve less than $120,000, the Related Person or applicable business unit leader must notify the General Counsel who will assess whether the transaction is a Related Person Transaction. If the General Counsel is involved in the transaction, the Chair of the Nominating and Corporate Governance Committee will assess the transaction. If it is determined that a transaction is a Related Person Transaction, the details of the transaction will be submitted to the Nominating and Corporate Governance Committee for review.

The Nominating and Corporate Governance Committee will approve and ratify the Related Person Transaction only if the committee determines that the transaction is not inconsistent with the best interests of the Company and may, in its discretion, impose any conditions it deems appropriate on the Company or the Related Person in connection with the Related Person Transaction.

Each transaction with a related person is unique and must be assessed on a case-by-case basis. In determining whether or not a transaction is inconsistent with the best interests of the Company, the Nominating and Corporate Governance Committee considers all of the relevant facts and circumstances available to the committee, including without limitation:

 

§

The related person’s interest in the proposed transaction;

§

The approximate dollar value of the amount involved in the proposed transaction;

§

The approximate dollar value of the amount of the related person’s interest in the proposed transaction without regard to the amount of any profit or loss;

§

Whether the transaction is proposed to be, or was, undertaken in the ordinary course of business of the Company;

§

Whether the transaction is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;

§

The purpose of, and the potential benefits to the Company from, the transaction;

§

The impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; and

§

Any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

 

Southwest Gas Holdings 2022 Notice and Proxy		21

The Company did not enter into any reportable Related Person Transactions in 2021.

Directors and Officers Share Ownership Guidelines

 

In order to better align the interests of management and the Board with those of all stockholders, the Company has adopted Common Stock ownership guidelines for directors and officers.

Each non-employee director is required to retain at least five times the value of his or her annual cash retainer in Common Stock (or equivalents). Each non-employee director is required to fulfill the requirement within five years of being elected to the Board. All non-employee directors are currently in compliance with these guidelines.

Each Company officer and each officer of Southwest is required to accumulate Common Stock with a target value equal to a multiple of the officer’s base salary, ranging from one times base salary for vice presidents, three times base salary at the senior vice president level and above, and five times base salary for the Chief Executive Officer. If an officer has not yet reached the applicable target ownership requirement, he or she is required to retain a portion of the shares of Common Stock acquired from any stock option exercise or the vesting of restricted stock units or performance shares. The applicable retention rate is 75% for the Chief Executive Officer and 50% for all other officers. Qualified shares include Common Stock owned directly by the officer or his or her spouse, Common Stock held by the officer or his or her spouse in Southwest’s EIP or Dividend Reinvestment Plan and restricted stock units which have been granted but are subject to time vesting requirements. Similar to the requirement for Company officers, certain senior officers of Centuri, including Centuri’s Chief Executive Officer, are required to defer cash compensation into a deferral plan account with returns based on Centuri’s financial performance. The Centuri Chief Executive Officer is also required to accumulate Common Stock with a target value equal to two times base salary.

Pledging, Hedging and Other Transactions in Company Securities

 

Our Insider Trading Policy prohibits directors and officers of the Company from pledging Company securities as collateral for a loan. Transactions by directors and officers in Company securities involving short sales, puts, calls or other derivative securities, on an exchange or in any other organized market, are prohibited. Directors and officers are also prohibited from entering into hedging, monetization transactions or similar arrangements involving Company securities. We believe these prohibitions ensure that levels of stock ownership in accordance with our stock ownership guidelines are effective in aligning each individual’s interests with those of our stockholders. Our Insider Trading Policy expressly discourages, but does not prohibit, other Company employees from engaging in any hedging or pledging transactions involving Company securities.

Clawback Policy

 

The Company’s clawback policy is contained in the Company’s Omnibus Incentive Plan (the “Omnibus Plan”) and allows the Company to recoup the value of any stock incentive award paid pursuant to the Omnibus Plan in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. There is no time limit on the Company’s power to require reimbursement to the Company and it applies to all participants in the Omnibus Plan, including NEOs. At the discretion of the Board, the Company may be reimbursed for all or any portion of a stock incentive award.

Compensation Committee Interlocks and Insider Participation

 

Board members who served on the Compensation Committee during 2021 were directors Comer, Cárdenas, Lewis-Raymond, Mariucci, Melarkey, and Thoman. None of these directors has ever been an officer or employee of the Company or any of its subsidiaries. No member of the Compensation Committee had any relationship requiring disclosure under any paragraph of Item 404 of Regulation S-K of the Exchange Act. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, an executive officer of which served as a director of the Company or member of the Compensation Committee during 2021.

Director Attendance at Annual Meetings

 

We strongly support and encourage each member of our Board to attend our annual meeting of stockholders. Last year, all of the ten director nominees attended the 2021 Annual Meeting of Stockholders, except for Ms. Conley and Mr. Ruisanchez who were not directors at that time.

 

22		Southwest Gas Holdings 2022 Notice and Proxy

Communications with Directors

 

Any stockholder and other interested parties who would like to communicate with the Board, the Presiding Director or any individual director can write to:

Southwest Gas Holdings, Inc.

Corporate Secretary

8360 S. Durango Drive

P.O. Box 98510

Las Vegas, Nevada 89193-8510

Depending on the subject matter, the Corporate Secretary will either:

 

§

Forward the communication to the director or directors to whom it is addressed;

§

Attempt to handle the inquiry directly, for example, where it is a request for information about the Company or a stock-related matter; or

§

Not forward the communication, if it is primarily commercial in nature, or if it relates to an improper or irrelevant topic.

At each regular Board meeting, management presents a summary of all communications received since the last Board meeting which were not previously forwarded and such communications are made available to all of the directors.

Executive Officers

 

The following sets forth the name, age, position and period the position was held during the last five years for each of the Executive Officers as of December 31, 2021. There are no family relationships between the directors and executive officers.

 

Name		Age				Position		Period Position Held
John P. Hester			59			President and Chief Executive Officer*			2017-Present
Karen S. Haller			58			Executive Vice President/Chief Legal and Administrative Officer*			2019-Present
						Executive Vice President/Chief Legal and Administrative Officer and Corporate Secretary*			2018-2019
						Senior Vice President/General Counsel and Corporate Secretary*			2017-2018
Gregory J. Peterson			62			Senior Vice President/Chief Financial Officer*			2018-Present
						Vice President/Controller/Chief Accounting Officer*			2017-2018
Eric DeBonis			54			Senior Vice President/Operations**			2017-Present
Justin L. Brown			49			Senior Vice President/General Counsel**			2018-Present
						Vice President/Regulation & Public Affairs**			2017-2018
Paul M. Daily			65			President and Chief Executive Officer – Centuri Group, Inc.			2017-Present

 

*Position

held at Southwest Gas Holdings, Inc. (formed January 2017) and Southwest Gas Corporation.

**Position

held at Southwest Gas Corporation only.

 

Southwest Gas Holdings 2022 Notice and Proxy		23

Securities Ownership by Directors, Director Nominees, Executive Officers,

and Certain Beneficial Owners

 

Directors, Director Nominees and Executive Officers. The following table discloses all Common Stock beneficially owned by the Company’s directors, the nominees for director and the executive officers of the Company, as of March 15, 2022.

 

Directors, Nominees & Executive Officers		No. of Shares of Common Stock Beneficially Owned(1)				Percent of Outstanding    Common Stock
Robert L. Boughner			59,284					*
José A. Cárdenas			26,790					*
Stephen C. Comer(7)			38,409	(2)				*
E. Renae Conley			1,872					*
John. P. Hester			130,207	(3)(4)				*
Jane Lewis-Raymond			9,338					*
Anne L. Mariucci			38,297					*
Michael J. Melarkey(7)			42,518					*
Carlos A. Ruisanchez			1,872					*
A. Randall Thoman			32,815	(5)				*
Thomas A. Thomas			38,284					*
Leslie T. Thornton			7,838					*
Gregory J. Peterson			25,588	(4)				*
Paul M. Daily			8,796					*
Karen S. Haller			48,048	(4)(6)				*
Eric DeBonis			22,253					*
Other Executive Officers			13,931					*
All Directors and Executive Officers			546,140				0.90	%

*

Represents less than 1% of the issued and outstanding shares of the Company’s Common Stock as of March 15, 2022.

 

(1)

Common Stock holdings listed in this column include restricted stock units that are vested as of March 15, 2022, and those that are scheduled to vest within 60 days after that date.

 

(2)

The holdings include 5,127 shares over which Mr. Comer has shared voting and investment power with his spouse through a family trust.

 

(3)

The holdings include 7,765 shares over which Mr. Hester’s spouse has voting and investment control.

 

(4)

Number of shares does not include 28,018 shares held by the Southwest Gas Corporation Foundation, which is a charitable trust. Messrs. Hester and Peterson and Ms. Haller are trustees of the Foundation but disclaim beneficial ownership of the shares held by the Foundation.

 

(5)

The holdings include 3,559 shares over which Mr. Thoman has shared voting and investment power with his spouse through a family trust.

 

(6)

The holdings include 996 shares over which Ms. Haller’s spouse has voting and investment control.

 

(7)

Messrs. Comer and Melarkey have attained retirement age, as specified in the Corporate Governance Guidelines, and will retire from Board service immediately prior to the 2022 Annual Meeting.

 

24		Southwest Gas Holdings 2022 Notice and Proxy

Beneficial Owners. The following table discloses all Common Stock beneficially owned by anyone that the Company believes beneficially owns more than 5% of the Company’s outstanding shares of Common Stock based solely on the Company’s review of filings with the SEC pursuant to Section 13(d) or 13(g) of the Exchange Act.

 

Beneficial Owner		No. of Shares Beneficially Owned				Percent of Outstanding      Common Stock as of March 15, 2022
BlackRock, Inc.(1)			9,283,165			15.34%
55 East 52nd Street New York, New York 10055
The Vanguard Group(2)			5,956,240			9.85%
100 Vanguard Blvd. Malvern, Pennsylvania 19355
T. Rowe Price Associates, Inc.(3)			3,388,301			5.60%
100 E. Pratt Street Baltimore, Maryland 21202

(1)

According to a Schedule 13G filed on March 11, 2022, BlackRock, Inc. has sole voting power over 8,933,366 shares, no shared voting power, sole dispositive power over all of the shares beneficially owned, and no shared dispositive power.

 

(2)

According to Schedule 13G filed on February 9, 2022, The Vanguard Group has no sole voting power, but has shared voting power over 49,123 shares, sole dispositive power over 5,856,061 shares, and shared dispositive power over 100,179 shares.

 

(3)

According to Schedule 13G filed on February 14, 2022, T. Rowe Price Associates, Inc. has sole voting power over 887,765 shares, no shared voting power, sole dispositive power over all of the shares beneficially owned, and no shared dispositive power.

 

Southwest Gas Holdings 2022 Notice and Proxy		25

ELECTION OF DIRECTORS

(Proposal 1 on the WHITE Proxy Card)

 

						The Board Recommends a Vote “FOR” each of the Nominees Named Below on the WHITE Proxy Card

General

 

The authorized number of directors is currently fixed at twelve. However, Messrs. Comer and Melarkey will retire from the Board immediately prior to the Annual Meeting, and the number of directors of the Company will be fixed at ten upon their retirement. At our Annual Meeting, stockholders will elect directors to hold office until the next annual meeting of stockholders or until their successors shall be elected and duly qualified.

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Robert L. Boughner, José A. Cárdenas, E. Renae Conley, John P. Hester, Jane Lewis-Raymond, Anne L. Mariucci, Carlos A. Ruisanchez, A. Randall Thoman, Thomas A. Thomas, and Leslie T. Thornton to serve as directors of the Company. All of the nominees are independent under the NYSE corporate governance rules except for Mr. Hester. Each of the nominees was elected to his or her present term of office by stockholders at our 2021 Annual Meeting, except for Ms. Conley and Mr. Ruisanchez who began Board service on January 1, 2022. If any nominee for any reason is unable or unwilling to serve, the proxies may be voted for such substitute nominee as the proxy holder may determine, unless the Board, in its discretion, reduces the number of directors serving on the Board.

Vote Required

 

The ten nominees for director who receive the highest number of votes “FOR” election will be elected as directors. As a result of the Icahn Group’s intention to nominate ten director nominees in opposition to the ten director nominees recommended by the Board, there will be twenty director nominees as of May 12, 2022, and only the ten director nominees receiving the greatest number of “FOR” votes will be elected. Only the last submitted proxy card will count and will invalidate a previously submitted proxy card.

Names, Qualifications and Reasons for Selection of Nominees

 

The Board’s director nominees, as outlined below, possess core competencies in management, operations, finance, administration and strategic transactions, and they have significant expertise in the industries that matter most to our business. The nominees have also demonstrated personal integrity and strong leadership while overseeing impressive growth in both of the Company’s business segments. They bring diverse and unique perspectives, are able to challenge management and also possess vast experience with mergers and acquisitions. We believe that the nominees’ skills and experience, including their combined knowledge of financial, legal and regulatory matters, enhance the Board’s ability to make decisions that create stockholder value. The table below lists some of the skills and experiences that we consider important for our director nominees in light of our current business strategy and structure. The director nominees’ biographies note their relevant experience, qualifications and skills relative to the list below.

 

26		Southwest Gas Holdings 2022 Notice and Proxy

Board Skills and Composition Matrix

 

 

Hester

Boughner

Cárdenas

Conley

Lewis- Raymond

Mariucci

Ruisanchez

Thoman

Thomas

Thornton

Experience, Skills, Expertise

Public Company Board Service

✓

✓

✓

✓

✓

✓

✓

✓

Public Company Executive Officer

✓

✓

✓

✓

✓

✓

✓

Legal/Regulatory Experience

✓

✓

✓

✓

✓

✓

✓

✓

✓

Finance/Accounting

✓

✓

✓

✓

✓

✓

Energy Utility Experience

✓

✓

✓

✓

Technology/Cybersecurity

✓

✓

✓

✓

Sustainability/Environmental Experience

✓

✓

✓

✓

✓

✓

Operations Responsibility

✓

✓

✓

✓

✓

✓

✓

✓

Demographic Background

Board Tenure (Years)

7

14

11

0.33

3

16

0.33

12

14

3

Age

59

69

69

64

55

64

51

70

64

63

Male

M

M

M

M

M

M

Female

F

F

F

F

African American

✓

Caucasian

✓

✓

✓

✓

✓

✓

✓

Hispanic/Latino

✓

✓

 

Southwest Gas Holdings 2022 Notice and Proxy		27

The names of the nominees, their principal occupation and the Board’s reasons for their selection are set forth below. Except as noted, each of the nominees has held the position listed beside their name for at least the past five years.

 

Robert L. Boughner
		Mr. Boughner, 69, is a Senior Partner with Global Market Advisors, an international hospitality and gaming advisory firm. He has more than 30 years of executive management and more than 20 years of board-level experience with substantial experience in highly regulated industries, including casino gaming and financial services. He retired from Boyd Gaming Corporation (NYSE: BYD) following a				Investor Hospitality and Gaming Executive   Director Since: 2008 Chair-Elect of the Board Board Committees: Audit, Nominating and Corporate Governance   Qualifications, Skills and Experience The Board determined that Mr. Boughner should serve as a director of the Company because of his significant executive leadership experience in business development, legal and regulatory affairs, corporate transactions, cybersecurity, integrations and operations management—all areas of importance to the Company and its subsidiaries. Mr. Boughner brings extensive public affairs experience in Nevada, California and Arizona. Mr. Boughner also has public company board experience, both in Nevada and nationally, as a director of Boyd Gaming and Western Alliance Bancorporation entities.   Number of Other Public Company Boards: 0
40-year career, most recently serving as Boyd’s Executive Vice President and Chief Business Development Officer. Prior to that appointment, Mr. Boughner held other senior executive positions with Boyd for the design, development, operation and expansion of hotels and casinos. During various phases of his career with Boyd his roles included primary accountability for new market expansion, top line and profit margin growth and optimization of significant administrative and business processes. Mr. Boughner served as a director of Boyd from 1996 until 2021, and he served as an independent director for 20 years on boards of subsidiaries of Western Alliance Bancorporation (NYSE: WAL), including Bank of Nevada and Western Alliance Bank, during periods of asset acquisition, multiple rounds of capital-raising and rapid expansion in Nevada, California and Arizona. Mr. Boughner is involved in various educational, philanthropic and civic organizations.

 

José A. Cárdenas
		Mr. Cárdenas, 69, has been Senior Vice President and General Counsel for Arizona State University (ASU) since January 2009. In addition to serving as chief legal officer of the University, he serves as a representative on and to the boards of directors of ASU affiliated and related entities such as the ASU Foundation. From 1982 through 2008, Mr. Cárdenas was a partner in the				Senior Vice President and General Counsel Arizona State University   Director Since: 2011 Board Committees: Compensation, Nominating and Corporate Governance (Chair)   Qualifications, Skills and Experience The Board determined that Mr. Cárdenas should serve as a director because of his broad and expert knowledge of legal and regulatory issues, as well as knowledge of ESG issues of importance to the Company and its subsidiaries. Mr. Cárdenas also brings public company board experience as a previous director of Swift Transportation Company.   Number of Other Public Company Boards: 0
Phoenix based law firm of Lewis and Roca. He was the firm’s managing partner (chief executive) in 1999 and chairman in 2003. Mr. Cárdenas has been admitted to practice law in Arizona, California, the Ninth Circuit Court of Appeals and the United States Supreme Court and is a member of various bar associations, including the Hispanic National Bar Association. Mr. Cárdenas was a member of the Board of Directors of Swift Transportation Company until the completion of its merger with Knight Transportation, Inc. in 2017. He serves as a trustee of the Virginia G. Piper Charitable Trust and is a past chairman of the boards of Greater Phoenix Leadership, Valley of the Sun United Way, the Translational Genomics Research Institute and O’Connor House. Mr. Cárdenas received his undergraduate degree from the University of Nevada, Las Vegas and a law degree from Stanford University Law School.

 

28		Southwest Gas Holdings 2022 Notice and Proxy

E. Renae Conley
		E. Renae Conley, 64, is the CEO of ER Solutions, LLC, an energy consulting firm. She has over 30 years of business experience in the energy industry, including leadership positions in finance, management, operations and human resources. Ms. Conley served as EVP, Human Resources and Administration and Chief Diversity Officer of Entergy Corporation from 2010 to 2013. She previously served				CEO, ER Solutions, LLC Former Utility Company Executive   Director Since: 2022 Board Committees: Audit, Compensation   Qualifications, Skills and Experience The Board determined that Ms. Conley should serve as a director given Ms. Conley’s strong energy background and substantial ESG expertise. She brings vast knowledge and experience in the energy utility industry, financial topics, and legal and regulatory affairs, along with experience in corporate functional leadership and with public company governance processes.   Number of Other Public Company Boards: 2
as Chairman, President and CEO of Entergy Louisiana and Gulf States Louisiana (2000 – 2010). Prior to joining Entergy, Ms. Conley held a variety of positions at PSI Energy/Cinergy Corporation, including President of Cincinnati Gas and Electric. Ms. Conley currently serves on the Ball State University Board of Trustees as Chair of the Board, and on the Ball State Foundation. She is a director of U.S. Ecology, Inc., (NASDAQ: ECOL) an integrated environmental services company, and of PNM Resources, Inc. (NYSE: PNM) an electricity utility company. She has a B.S. in Accounting and M.B.A. from Ball State University Miller College of Business. Ms. Conley was identified as a director candidate through a search effort by Company human resources professionals under the direction of the Nominating and Corporate Governance Committee.

 

John P. Hester
		Mr. Hester, 59, has been President and Chief Executive Officer since March 2015 and President since August 2014. He joined Southwest Gas in 1989, and became Director/Regulatory Affairs and Systems Planning in 2002, Vice President/Regulatory Affairs and Systems Planning in 2003, Senior Vice President/Regulatory Affairs and Energy Resources in 2006, and Executive Vice President in 2013. Prior to joining Southwest Gas, he				President and Chief Executive Officer Southwest Gas Holdings, Inc. Southwest Gas Corporation   Director Since: 2015 Board Committees: None   Qualifications, Skills and Experience The Board determined that Mr. Hester should serve as a director because, as President and Chief Executive Officer of the Company, he has a unique understanding of the Company’s businesses, customers, end markets, supply chains, utility operations, talent development, policies and internal functions through his service in a wide range of management roles. Mr. Hester also brings experience with environmental, regulatory and legal issues of importance to the Company and its subsidiaries.   Number of Other Public Company Boards: 0
worked at the Illinois Department of Energy and Natural Resources, as well as the Illinois Commerce Commission. Mr. Hester currently serves on the American Gas Association Board of Directors, the Catholic Charities of Southern Nevada Board of Trustees and the College of Southern Nevada Foundation Board of Trustees. He received his bachelor’s and master’s degrees in economics from Northern Illinois University.

 

Southwest Gas Holdings 2022 Notice and Proxy		29

Jane Lewis-Raymond
		Ms. Lewis-Raymond, 55, is principal of Hilltop Strategies, LLC, a strategy and consulting firm engaged with corporate leaders on strategic leadership. Ms. Lewis-Raymond has served the natural gas industry as an attorney and executive for over three decades. She was previously an attorney with Parker Poe Adams and Bernstein LLP and Senior Vice President and Chief Legal, Compliance and External Relations				Principal Hilltop Strategies, LLC Retired Executive Piedmont Natural Gas Company, Inc.   Director Since: 2019 Board Committees: Audit, Compensation (Chair, as of August 2021)   Qualifications, Skills and Experience The Board determined that Ms. Lewis-Raymond should serve as a director of the Company because of her legal and public company director experience, as well as her work as a natural gas industry senior executive. In addition, her knowledge and experience with ESG topics and with corporate governance initiatives relating to enterprise risk management, federal regulatory pipeline safety, cybersecurity and crisis management planning were key to the Board’s recommendation.   Number of Other Public Company Boards: 0
Officer of Piedmont Natural Gas Company, Inc., where she led top line growth and measurable strategic and sustainability directives to build long-term value for shareholders. Earlier in her career, she served as the American Gas Association’s Vice President of Regulatory Affairs. Ms. Lewis-Raymond serves on the board of MeckEd, where she chairs the Governance Committee and on the board of Keystone Energy, where she is a member of the Steering Committee. She served on the National Advisory Council for Teach For America and is a member of Women Executives, Charlotte. She previously served as Chair of Teach for America’s Charlotte-Piedmont Triad Advisory Board. In 2021, she earned a certificate in ESG: Navigating the Board’s Role from Berkeley Law Executive Education. She is a graduate of the University of Maryland and an Order of the Coif graduate of the University of Maryland School of Law.

 

Anne L. Mariucci
		Ms. Mariucci, 64, has over 30 years of experience in finance, homebuilding and real estate. She currently serves as the General Partner of MFLP, a family office and investment entity. Ms. Mariucci previously held a number of senior executive management roles with Del Webb Corporation and was responsible for its large-scale community development and homebuilding business. She also served as President of Del				Private Investor Retired Real Estate Development and Homebuilding Executive   Director Since: 2006 Board Committees: Compensation, Nominating and Corporate Governance   Qualifications, Skills and Experience The Board determined that Ms. Mariucci should serve as a director of the Company because of her business, investment and financial expertise and experience in the housing industry with Del Webb Corporation and Pulte Homes throughout the Company’s service territories. She also brings valuable public company board experience.   Number of Other Public Company Boards: 3
Webb following its merger with Pulte Homes, Inc. in 2001 until 2003. She serves as a director of CoreCivic, Inc. (NYSE: CXW), Taylor Morrison Home Corporation (NYSE: TMHC), Berry Corporation (NASDAQ: BRY), and several non-profit boards. She is an investor and Advisory Board member of Hawkeye Partners, a real estate private equity firm. Ms. Mariucci is a past chair of the Arizona Board of Regents, and a past director of the Arizona State Retirement System, HonorHealth and Action Performance Companies. Ms. Mariucci received her undergraduate degree in accounting and finance from the University of Arizona. She completed the Corporate Financial Management Program at Stanford’s Graduate School of Business, and has been certified as a CPA and a FINRA Securities financial and operations principal.

 

30		Southwest Gas Holdings 2022 Notice and Proxy

Carlos A. Ruisanchez
		Carlos A. Ruisanchez, 51, is the co-founder of Sorelle Capital and Sorelle Hospitality, firms investing in and developing hospitality and consumer businesses. Prior to Sorelle, he served as President and Chief Financial Officer of Pinnacle Entertainment, Inc., a leading gaming entertainment company, until its sale in 2018. He joined Pinnacle in 2008 as Executive Vice President, Strategic Planning and Development. He became				Co-founder, Sorelle Capital and Sorelle Hospitality   Director Since: 2022 Board Committees: Audit, Nominating and Corporate Governance   Qualifications, Skills and Experience The Board determined that Mr. Ruisanchez should serve as a director because of his expertise in corporate finance, investment banking, and highly regulated industries - areas of importance to the Company and its subsidiaries. Mr. Ruisanchez also brings public company leadership and board experience.   Number of Other Public Company Boards: 1
Pinnacle’s Chief Financial Officer in 2011, President and Chief Financial Officer in 2013, and Board Member in 2016. Prior to joining Pinnacle Entertainment, Inc., Mr. Ruisanchez was Senior Managing Director at Bear Stearns & Co., Inc., an investment banking firm, where he held various positions from 1997 to 2008. As Senior Managing Director of Bear Stearns & Co., he was responsible for corporate clients in the gaming, lodging and leisure industries, as well as financial sponsor banking relationships. He is an independent board member of Cedar Fair Entertainment Company (NYSE: FUN), where he serves on the Audit and Compensation Committees. He has a B.S. in Finance from University of Connecticut School of Business and M.B.A from University of California, HAAS School of Business. Mr. Ruisanchez was identified as a potential director candidate by a non-management director.

 

A. Randall Thoman
		Mr. Thoman, 70, is principal of Thoman International, LLC, a business advisory and consulting firm. He has been a Certified Public Accountant for more than 40 years. He began his career with Deloitte & Touche LLP and became a Partner in June 1991. For 15 years, Mr. Thoman was the Partner with primary responsibility for the technical interpretation and application of accounting principles and audit standards				Principal Thoman International, LLC Retired Partner Deloitte & Touche LLP   Director Since: 2010 Board Committees: Audit (Chair), Compensation   Qualifications, Skills and Experience The Board determined that Mr. Thoman should serve as a director of the Company because of his business, accounting and auditing experience with Deloitte & Touche LLP, his leadership positions at the firm and his experience with SEC reporting and compliance, as well as his experience as a director of another publicly traded company. Mr. Thoman’s comprehensive corporate auditing and finance experience qualifies him to provide guidance and oversight in his role as Chair of the Audit Committee.   Number of Other Public Company Boards: 1
and the review of all reporting issues and financial statements for Nevada-based companies registered with the SEC. He retired from Deloitte & Touche LLP in October 2009. Mr. Thoman serves on the board of Boyd Gaming Corporation (NYSE: BYD) and previously served on the board of SHFL entertainment, Inc. until its acquisition in 2013. Mr. Thoman received his degree in accounting from the University of Utah.

 

Southwest Gas Holdings 2022 Notice and Proxy		31

Thomas A. Thomas
		Mr. Thomas, 64, is the Managing Partner of Thomas & Mack Co. LLC, an investment management and commercial real estate development company with properties and developments in Nevada, California, Arizona, and Utah. Mr. Thomas previously served in executive roles at Valley Bank of Nevada until its merger with Bank of America in 1992. Mr. Thomas is a member of the Board of Directors of Switch, Inc. (NYSE:				Managing Partner Thomas & Mack Co. LLC   Director Since: 2008 Board Committees: Audit, Nominating and Corporate Governance   Qualifications, Skills and Experience The Board determined that Mr. Thomas should serve as a director because of his banking and business experience, and his familiarity with the commercial markets throughout the Company’s service territories. Mr. Thomas has extensive knowledge of business management and services, corporate strategy, legal and regulatory affairs, and commercial real estate - all areas of importance to the Company and its subsidiaries. Mr. Thomas also brings public company board experience.   Number of Other Public Company Boards: 1
SWCH). He is actively involved in numerous charitable organizations including the Opportunity Village Foundation, the UNLV Foundation Board, the Las Vegas Rotary Club Foundation and the BYU President’s Leadership Council. He is a member of the Nevada Bar Association and was instrumental in establishing the Thomas & Mack Legal Clinic and Moot Court Facility at the UNLV Boyd School of Law. Mr. Thomas received his undergraduate degree in finance and his juris doctorate from the University of Utah.

 

Leslie T. Thornton
		Leslie T. Thornton, 63, is a retired utility company executive and former law firm partner at two Washington D.C. based national law firms. In the Clinton administration, she served in various senior roles including Chief of Staff to the U.S. Secretary of Education and Deputy Advisor for the 1996 Presidential Debates. She previously served as Senior Vice President, General Counsel & Corporate Secretary, and				Retired Executive WGL Holdings, Inc. & Washington Gas Light Company   Director Since: 2019 Board Committees: Audit, Nominating and Corporate Governance   Qualifications, Skills and Experience The Board determined that Ms. Thornton should serve as a director because of her legal experience, service as a utility industry senior executive, and her expertise in the areas of critical infrastructure cybersecurity and data protection, labor and employment issues, corporate governance, and corporate transactional matters. She also brings extensive public affairs expertise, as well as public company board experience.   Number of Other Public Company Boards: 1
Merger Transition Counsel, at WGL Holdings, Inc. until her retirement in 2018. During her tenure with WGL, Ms. Thornton earned her Master of Laws degree in National Security Law with a cybersecurity focus. Since 2005, she has been a member of the Board of Directors of Perdoceo Education Corporation (NASDAQ: PRDO). Ms. Thornton is a Board Leadership Fellow for the National Association of Corporate Directors, where she is a frequent speaker on governance, compliance, cybersecurity and data protection, and diversity and inclusion. Ms. Thornton also serves on the Board of Trustees for the University of the District of Columbia David A. Clarke School of Law, and is on the Advisory Board of the Association of Corporate Counsel Leadership Academy. She is a graduate of the University of Pennsylvania and Georgetown University Law Center.

 

32		Southwest Gas Holdings 2022 Notice and Proxy

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

EACH OF THE NOMINEES NAMED ABOVE ON THE WHITE PROXY CARD

Following a thorough review of the qualifications of the Icahn Group nominees and extensive discussion, the Nominating and Corporate Governance Committee concluded that the Icahn Group nominees have been assembled with one goal in mind—to facilitate Mr. Icahn’s effort to take control of the Company without paying a control premium to stockholders.

Following the recommendation of the Nominating and Corporate Governance Committee, the Board unanimously determined not to nominate any of the Icahn Group nominees. As a result, our Board does not endorse any Icahn Group nominee and unanimously recommends that you disregard any gold proxy card that may be sent to you by the Icahn Group. Voting to “withhold” with respect to any of the Icahn Group’s nominees on its gold proxy card is not the same as voting for our Board’s nominees, because any vote on its gold proxy card will revoke any previous WHITE proxy submitted by you. If you have already authorized a proxy to vote your shares using a gold proxy card sent to you by the Icahn Group, you have every right to change your vote and vote in favor of our Board’s nominees by using the enclosed WHITE proxy card to vote online or by phone or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Only the latest validly executed proxy that you submit will count.

If you have any questions or require any assistance with voting your shares, please call our proxy solicitor:

INNISFREE M&A INCORPORATED

at

1 (877) 825-8621 (toll-free from the U.S. and Canada)

or

+1 (412) 232-3651 (from other locations)

 

Southwest Gas Holdings 2022 Notice and Proxy		33