Southwest Gas Holdings (SWX) Proxy Filing summary

Executive summary

• Achieved strong financial performance in 2024, executing the capital plan and maintaining an investment grade balance sheet and competitive dividend; did not access equity markets in 2024.

• Completed the initial public offering of Centuri Holdings, Inc. in April 2024, advancing the strategy to become a fully regulated natural gas utility.

• Positive regulatory outcomes and significant infrastructure investments supported safe, reliable, and resilient service.

• Ended 2024 with approximately $360 million in cash and continued to optimize utility operations for long-term value.

Voting matters and shareholder proposals

• Stockholders will vote on the election of eleven directors, an advisory vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Board recommends a vote FOR all proposals.

• Voting is available online, by phone, mail, or during the virtual annual meeting.

Board of directors and corporate governance

• 10 of 11 director nominees are independent; 55% are women and 36% are ethnically or racially diverse.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Strategic Transactions) are composed solely of independent directors.

• Board leadership is separated from the CEO role, with an independent Chair.

• Annual board and committee self-evaluations and regular stockholder engagement are conducted.

• Majority Voting Policy requires directors to tender resignation if more votes are withheld than for election.

• Cooperation Agreement with Icahn Group includes nomination of four Icahn Designees and standstill provisions.