Southwest Gas’s Settlement Agreement with Carl Icahn

On May 6, 2022, Southwest Gas Holdings, Inc. (“Southwest Gas”) announced that it has entered into a settlement agreement with Carl Icahn and his affiliated entities. Pursuant to the agreement, at least three, and up to four, new directors will join the Southwest Gas Board of Directors. Following the 2022 Annual Meeting of Stockholders, the Board will continue the previously announced review of a full range of strategic alternatives to maximize stockholder value. Under the terms of the agreement, Mr. Icahn will withdraw his slate of director nominees with respect to the Annual Meeting and vote in favor of the Company’s nominees. Cravath is representing Southwest Gas in connection with the agreement.

The Cravath team is led by partners Faiza J. Saeed, George F. Schoen and Daniel J. Cerqueira and includes associate Cole DuMond on corporate and activist defense matters; and partner Lauren Angelilli on tax matters. J. Elizabeth Allan also worked on corporate and activist defense matters.