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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K
CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 2, 2024

SOUTHWEST GAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3797681-3881866
(State or other jurisdiction of incorporation or organization)  (Commission File Number) (I.R.S. Employer Identification No.)

8360 S. Durango Drive
Post Office Box 98510
    Las Vegas, Nevada         89193-8510
     (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code: (702) 876‑7237
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Southwest Gas Holdings, Inc. Common Stock, $1 Par ValueSWXNew York Stock Exchange
Preferred Stock Purchase RightsN/ANew York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).     Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (“Annual Meeting”) of Southwest Gas Holdings, Inc. (“Company”) was held on May 2, 2024. Holders of approximately 65,539,620 shares of common stock, $1 par value per share, of the Company were represented in person or by proxy. At the Annual Meeting, the Company’s stockholders (i) elected each of the persons listed below to serve as a director of the Company for a term that will continue until the next Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified or the director’s earlier resignation, death, or removal, (ii) approved, on a non-binding, advisory basis, the Company’s executive compensation, (iii) approved the Company's 2024 Omnibus Incentive Plan, (iv) approved the Company's Tax-Free Spin Protection Plan, and (v) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The following tables present the final results of voting on each of the matters submitted to a vote at the Annual Meeting:

Proposal 1. The election of directors.
Name
For
Withhold
Broker Non-Votes
E. Renae Conley
61,652,139 624,270 3,263,211 
Andrew W. Evans
61,715,174 561,234 3,263,211 
Karen S. Haller
62,095,282 181,127 3,263,211 
Jane Lewis-Raymond
61,630,643 645,765 3,263,211 
Henry P. Linginfelter
61,701,368 575,040 3,263,211 
Anne L. Mariucci
59,379,625 2,896,784 3,263,211 
Carlos A. Ruisanchez
62,032,766 243,643 3,263,211 
Ruby Sharma
61,392,860 883,549 3,263,211 
Andrew J. Teno
55,697,878 6,578,530 3,263,211 
A. Randall Thoman
61,173,392 1,103,016 3,263,211 
Leslie T. Thornton
61,510,225 766,184 3,263,211 

Proposal 2. Advisory vote to approve the Company's executive compensation.
For
Against
Abstain
Broker Non-Votes
61,015,363 972,053 288,991 3,263,211 

Proposal 3. Approval of the Company's 2024 Omnibus Incentive Plan.
For
Against
Abstain
Broker Non-Votes
59,968,689 2,186,711 121,008 3,263,211 

Proposal 4. Approval of the Company's Tax-Free Spin Protection Plan.
For
Against
Abstain
   Broker Non-Votes
45,985,975 5,072,985 11,217,448 3,263,211 

Proposal 5. The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal year 2024.
For
Against
Abstain
64,304,722 1,127,284 107,612 




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
                    
SOUTHWEST GAS HOLDINGS, INC.
May 7, 2024/s/ Thomas E. Moran
Thomas E. Moran
Vice President/General Counsel/Corporate Secretary