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) November 20, 2023
SOUTHWEST GAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-37976 | 81-3881866 | ||
(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 |
(Address of principal executive offices) |
89193-8510
(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 class | Trading | Name of each exchange on which registered | ||
Southwest Gas Holdings, Inc. Common Stock, $1 Par Value | SWX | New York Stock Exchange | ||
Preferred Stock Purchase Rights | N/A | New 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 20, 2023, Paul M. Daily, President and Chief Executive Officer of Centuri Group, Inc. (“Centuri”), a wholly owned subsidiary of Southwest Gas Holdings, Inc. (the “Company”), informed the Company of his plans to retire in 2024 once his successor has been appointed. Mr. Daily will assist with the selection of Centuri’s next President and Chief Executive Officer and facilitate the transition of his responsibilities. The Company will retain a leading executive search firm to execute a search considering both internal and external candidates. Mr. Daily’s decision to retire is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or procedures.
Item 7.01 | Regulation FD Disclosure. |
On November 27, 2023, the Company issued a press release announcing Mr. Daily’s retirement and related succession planning activities. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release dated November 27, 2023 | |
104 | Cover Page formatted in Inline XBRL |
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. | ||||||
November 27, 2023 | /s/ Thomas E. Moran | |||||
Thomas E. Moran | ||||||
Vice President/General Counsel/Corporate Secretary |