Southwest Gas Holdings, Inc. 8-K

What Happened

• Southwest Gas Holdings, Inc. filed an 8-K on May 11, 2026 reporting the results of its Annual Meeting of Stockholders held May 7, 2026. Holders of approximately 64,890,029 shares were represented in person or by proxy.
• All listed director nominees were elected to serve until the next annual meeting. The votes for the director nominees ranged roughly from 60,974,923 to 61,368,753 “For,” with 3,352,085 broker non-votes recorded on those elections.
• Stockholders approved the company’s executive compensation on a non-binding, advisory basis and ratified PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for fiscal year 2026.

Key Details

• Shares represented at the meeting: ~64,890,029.
• Director election vote totals: “For” votes for nominees ranged ~60.97M to ~61.37M; broker non-votes = 3,352,085.
• Advisory vote on executive compensation: For 60,023,164; Against 1,391,423; Abstain 123,355; broker non-votes 3,352,085.
• Ratification of PwC as auditor: For 63,689,643; Against 1,130,062; Abstain 70,323.

Why It Matters

• The election results confirm board continuity and governance stability, which can affect strategic oversight and investor confidence.
• The affirmative (though non-binding) say-on-pay vote indicates shareholder support for the company’s executive compensation approach this year.
• Ratifying PwC maintains audit continuity for fiscal 2026, affecting financial reporting and auditor relationship considerations.
• Broker non-votes show a portion of shares held in street name did not vote on some matters, which can influence the numerical margins on contested or close votes.

Filed and signed by Catherine M. Mazzeo (Senior VP / Chief Legal, Safety & Compliance Officer and Corporate Secretary) on May 11, 2026.