Item 1.01 Entry Into a Material Definitive Agreement.

Cooperation Agreement



On May 6, 2022, Southwest Gas Holdings, Inc. (the "Company") entered into a
Cooperation Agreement (the "Cooperation Agreement") with Carl C. Icahn and the
persons and entities listed therein (collectively, the "Icahn Group"). In
accordance with the terms of the Cooperation Agreement, the Company agreed,
among other things, (i) that John P. Hester, the President and Chief Executive
Officer of the Company and Southwest Gas Corporation ("SWG" and, together with
the Company, "Southwest") and a member of the Company's Board of Directors (the
"Board") and the SWG Board of Directors (the "SWG Board" and, together with the
Board, the "Southwest Boards"), would retire as President and Chief Executive
Officer of Southwest and resign from the Southwest Boards, effective as of
May 6, 2022; (ii) to appoint Karen S. Haller, the Company's Executive Vice
President / Chief Legal and Administrative Officer, as President and Chief
Executive Officer of Southwest effective as of May 6, 2022 and as a member of
the Board, effective immediately following the completion of the Company's 2022
annual meeting of stockholders (the "2022 Annual Meeting"); (iii) to promptly
select a new Chair of the Board and a new Chair of the Nominating and Governance
Committee of the Board (the "Nominating Committee") following the completion of
the 2022 Annual Meeting; (iv) that Thomas A. Thomas and Robert L. Boughner would
resign as members of the Board immediately following the completion of the 2022
Annual Meeting; (v) to increase the size of the Board, effective immediately
following the completion of the 2022 Annual Meeting, by one director, from 10 to
11; and (vi) to appoint each of Andrew W. Evans, Henry Linginfelter and H.
Russell Frisby, Jr. to the Board, each of which was designated by the Icahn
Group (collectively, the "Icahn Designees"), effective immediately following the
completion of the 2022 Annual Meeting. Following the completion of the 2022
Annual Meeting, after taking into account the Board resignations and the Board
appointments discussed above, and assuming each of the current directors is
elected at the 2022 Annual Meeting, the Board will be comprised of the following
directors:

José A. Cárdenas E. Renae Conley Andrew W. Evans H. Russell Frisby, Jr. Karen S. Haller Jane Lewis-Raymond

Henry Linginfelter Anne L. Mariucci Carlos A. Ruisanchez A. Randall Thoman Leslie T. Thornton




Pursuant to the Cooperation Agreement, at any time prior to the date that is
ninety (90) days following the date of the Cooperation Agreement (the "Dropdown
Date"), the Icahn Group may cause any of the Icahn Designees to resign from the
Board (such Icahn Designee, the "Dropdown Person") and, upon request of the
Icahn Group, the Board shall appoint Andrew J. Teno to the Board to fill the
vacancy created by the Dropdown Person. Further, the Company has agreed on the
Dropdown Date, (x) that José A. Cárdenas will resign from the Board, and (y)(i)
to appoint Mr. Teno to the Board, if he has not been previously appointed or
(ii) to appoint the Dropdown Person, if Mr. Teno has been previously appointed;
provided that, if, prior to Dropdown Date, the Board has resolved to pursue the
tax-free
spinoff of Centuri Group, Inc. to the exclusion of other strategic alternatives
involving Centuri, then Mr. Cárdenas will not resign and Mr. Teno or the
Dropdown Person, as applicable, shall not be so appointed.

The Icahn Group will have the authority to designate a replacement for
appointment to the Board for any or all of the Icahn Designees and/or Mr. Teno,
as applicable, on the terms set forth in the Cooperation Agreement. In
particular, the Icahn Group's authority to designate replacements and designees
for appointment to the Board is subject to certain total ownership thresholds,
such that if the Icahn Group, following expiration of the Offer (as defined
below), beneficially owns less than 50% of the Tender Offer Closing Amount (as
defined in the Cooperation Agreement), then the Icahn Group will lose the right
to designate one member of the Board; if the Icahn Group owns less than 35% of
the Tender Offer Closing Amount then the Icahn Group will lose the right to
designate an additional member of the Board; and if the Icahn Group owns less
than 25% of the Tender Offer Closing Amount then the Icahn Group will lose the
right to designate any members of the Board.

Under the terms of the Cooperation Agreement, Mr. Icahn will withdraw his slate
of director nominees with respect to the 2022 Annual Meeting and vote in favor
of the Company's nominees for election to the Board. In addition, the
Cooperation Agreement provides that the Company will amend the Rights Agreement,
dated as of October 10, 2021, by and between the Company and Equiniti Trust
Company (the "Rights Agreement") to increase the triggering percentage from 10%
to 24.9%. The Icahn Group will amend its previously announced unsolicited tender
offer to purchase any and all of the issued and outstanding shares of common
stock, par value $1 per share, of the Company (the "Common Stock") at a price of
$82.50 per share, in cash, without interest and less any applicable withholding
taxes (the "Offer"), to (i) provide that the number of shares of Common Stock to
be purchased in the Offer shall not exceed that number of shares of Common Stock
which, together with the shares of Common Stock beneficially owned by the Icahn
Group and the Icahn Affiliates and Associates (each as defined in the
Cooperation Agreement), would exceed 24.9% of the then outstanding shares of
Common Stock, (ii) extend the expiration date of the Offer (the "Expiration
Date") to May 20, 2022 and that the Offer will not be further extended or
amended, and (iii) to waive any conditions to the Offer that have not been
. . .

Item 3.03 Material Modifications to Rights of Security Holders.

The information set forth in Item 1.01 above under the subsection " Amended Rights Agreement " is incorporated herein by reference.

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Retirement of John Hester as President and Chief Executive Officer of Southwest and Resignation from the Southwest Boards



On May 5, 2022, Mr. Hester retired as President and Chief Executive Officer of
Southwest, effective as of May 5, 2022 (the "Effective Date"). In connection
with his retirement, Mr. Hester also resigned from the Southwest Boards,
effective as of May 5, 2022. Mr. Hester's decision to step down from the
Southwest Boards was not the result of any disagreements with Southwest on any
matter relating to Southwest's operations, policies or practices.

Appointment of Karen Haller as President and Chief Executive Officer of Southwest and to the Board



On May 5, 2022, the Board appointed Ms. Haller, the Company's Executive Vice
President / Chief Legal and Administrative Officer, as President and Chief
Executive Officer of Southwest, effective as of May 6, 2022. In addition, on
May 6, 2022, the Board appointed Ms. Haller as a member of the Board, effective
immediately following the completion of the 2022 Annual Meeting. Ms. Haller will
continue to serve as a member of the Board of Directors of SWG. On May 5, 2022,
the Board approved the following compensation terms for Ms. Haller: (i) an
annual base salary of $800,000, (ii) a performance-based restricted stock unit
award ("Performance Shares") opportunity equal to 190% of her base salary, (iii)
a time-based restricted stock unit award ("time-lapse RSUs") opportunity equal
to 70% of her base salary, and (iv) an annual cash incentive opportunity equal
to 100% of her base salary, with each of the Performance Shares and time-lapse
RSU awards described above subject to vesting and forfeiture on terms
substantially similar to awards made to other executive officers of the Company.
Ms. Haller's compensation arrangements remain otherwise unchanged from those
previously disclosed.

Ms. Haller joined SWG in March 1997 and has served as Executive Vice President /
Chief Legal and Administrative Officer of the Company since May 2018. She
previously served as Senior Vice President / General Counsel and Corporate
Secretary of the Company from January 2017 until May 2018. She holds a
bachelor's degree in finance from the University of Wyoming and received her
J.D. from Cornell Law School.

Neither Ms. Haller nor any member of her immediate family has or has had a
direct or indirect interest in any transaction in which the Company or any of
its subsidiaries is or was a participant that would be required to be disclosed
under Item 404(a) of
Regulation S-K.

Thomas A. Thomas and Robert L. Boughner to Resign from the Board following the 2022 Annual Meeting and Increase in Size of Board



On May 6, 2022, Messrs. Thomas and Boughner each informed the Board of their
decisions to resign as members of the Board immediately following the completion
of the 2022 Annual Meeting. Messrs. Thomas and Boughner will continue to serve
on the Board until the time of the 2022 Annual Meeting. Neither of Messrs.
Thomas's nor Boughner's decisions to resign as members of the Board immediately
following the completion of the 2022 Annual Meeting were the result of any
disagreements with the Company on any matter relating to the Company's
operations, policies or practices.

On May 6, 2022, the Board increased the size of the Board, effective immediately following the 2022 Annual Meeting, by one director, from 10 to 11.

Appointments of the Icahn Designees to the Board



On May 6, 2022, the Board appointed each of Messrs. Evans, Linginfelter and
Frisby (collectively, the "Icahn Designees") to the Board, effective immediately
following the 2022 Annual Meeting. The Board will make a determination prior to
the effectiveness of the appointments of the Icahn Designees to the Board with
respect to whether each Icahn Designee qualifies as an independent director
within the meaning of the New York Stock Exchange ("NYSE") listing standards. In
connection with their appointments to the Board, the Board will appoint each of
the Icahn Designees to the Strategic Transactions Committee, subject to certain
limitations set forth in the Cooperation Agreement. The Board has not yet
determined the assignments of the Icahn Designees to any other committees of the
Board.

Mr. Evans has worked in the energy and utility industry for 28 years across a
broad spectrum of capital intensive businesses. He is the retired Chief
Financial Officer of Southern Company (NYSE: SO), an electric and natural gas
public utility holding company, where he served as Chief Financial Officer from
June 2018 to September 2021 and had responsibility for all investor interaction,
public reporting, information technology and cyber security, business
development, risk and capital deployment. Prior to its acquisition by Southern
Company, he served as the Chairman, President and Chief Executive Officer of AGL
Resources, Inc. ("AGL"), the largest publicly traded gas distribution company in
the United States, from April 2017 until June 2018. In this role he was keenly
focused on employee and public safety, customer satisfaction, modernization and
growth. He also served as Chief Operating Officer of AGL from April 2016 until
April 2018 and, during his 15 years at the company, also held the positions of
Treasurer and Chief Financial Officer. Prior to AGL, Mr. Evans spent nine years
with Mirant Corp., a global energy provider and commodity trading company.
Mr. Evans began his career at the Federal Reserve Bank of Boston and has a
Bachelor of Arts in Economics from Emory University, where he currently serves
as a trustee. Mr. Evans is actively engaged in his community and has served as
Chair for a number of philanthropic organizations, including the Grady Hospital
Foundation and Zoo Atlanta. Mr. Evans currently qualifies as an "audit committee
financial expert" under the rules of the Securities and Exchange Commission.

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Mr. Linginfelter has more than 35 years of natural gas utility experience. He
retired as Executive Vice President of Southern Company Gas in 2019. As EVP, he
was responsible for
all day-to-day operations
of the largest gas utility in the United States, serving approximately
4.5 million customers through seven gas companies across seven states.
Responsibilities included safety, construction, customer service, engineering,
reliability, marketing, environmental, gas supply and control, budgeting and
planning, external affairs, and financial performance, among other duties. He
also served for many years on the board of the company's captive insurance
business which assesses and mitigates risk and liability issues across the
corporation. In addition to his broad executive and operating experience,
Mr. Linginfelter has extensive experience in regulatory and legislative affairs,
with a track record of achieving constructive and trustworthy engagement and
positive outcomes with regulators and elected officials across several
jurisdictions. Mr. Linginfelter is former Chairman of the Southern Gas
Association and served on the American Gas Association Leadership Council for
several years. He serves on
numerous not-for-profit boards
and was Chairman of the Georgia Chamber of Commerce in 2016. He holds a
Bachelor's Degree in Industrial Management from Georgia Tech and an MBA from the
J. Mack Robinson College of Business at Georgia State University.
Mr. Linginfelter is a Fellow of CEO Perspectives leadership program - University
of Chicago's Booth School and Northwestern University's Kellogg School.
. . .

Item 8.01. Other Events.




On May 6, 2022, the Company announced that the 2022 Annual Meeting was
rescheduled from May 12, 2022 to 11:00 a.m. EDT on Thursday, May 19, 2022 in
order to provide the Company's stockholders with adequate time to review and
consider the information disclosed in this Current Report on Form
8-K.
The record date for the 2022 Annual Meeting is unchanged. As previously
announced, stockholders of record as of March 21, 2022 are entitled to vote at
the 2022 Annual Meeting.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
Number                                    Description

 4.1           Amendment No. 1 to Rights Agreement, dated May 9, 2022, between
             Southwest Gas Holdings, Inc. and Equiniti Trust Company, as Rights
             Agent

10.1           Cooperation Agreement, dated as of May 6, 2022, by and among the
             Icahn Group and Southwest Gas Holdings, Inc.

104          Cover Page formatted in Inline XBRL

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