SEC Comment Letter 0000000000-24-003130 to Southwest Gas Holdings, Inc. (SWX) (CIK 0001692115) (SWX)
Southwest Gas Holdings, Inc. (SWX) (CIK 0001692115)
Date: March 21, 2024 · CIK: 0001692115 · Accession: 0000000000-24-003130
AI Filing Summary & Sentiment
File numbers found in text: 001-37976
Letter
United States securities and exchange commission logo March 21, 2024 Karen Haller President and Chief Executive Officer Southwest Gas Holdings, Inc. 8360 S. Durango Drive Las Vegas, NV 89113 Re:Southwest Gas Holdings, Inc. Preliminary Proxy Statement on Schedule 14A Filed March 8, 2024 File No. 001-37976 Dear Karen Haller: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Approval of the Company's Tax-Free Spin Protection Plan, page 83 1.Please revise your disclosure to state the general effect of the Tax-Free Spin Protection Plan. Refer to Item 19 of Schedule 14A, including Instruction 2 to such item. For example, we note your disclosure in your current report on Form 8-K filed on November 6, 2023 that the Rights may have certain anti-takeover effects, and your disclosure in such current report that the Plan works by imposing a significant penalty upon any person or group of affiliated or associated persons that acquires a certain percentage or more of the outstanding common stock, except in certain situations specified in the Plan.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameKaren Haller Comapany NameSouthwest Gas Holdings, Inc. March 21, 2024 Page 2 FirstName LastName Karen Haller Southwest Gas Holdings, Inc. March 21, 2024 Page 2 Please contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: John Hensley
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United States securities and exchange commission logo
March 21, 2024
Karen Haller
President and Chief Executive Officer
Southwest Gas Holdings, Inc.
8360 S. Durango Drive
Las Vegas, NV 89113
Re:Southwest Gas Holdings, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 8, 2024
File No. 001-37976
Dear Karen Haller:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Approval of the Company's Tax-Free Spin Protection Plan, page 83
1.Please revise your disclosure to state the general effect of the Tax-Free Spin Protection
Plan. Refer to Item 19 of Schedule 14A, including Instruction 2 to such item. For
example, we note your disclosure in your current report on Form 8-K filed on November
6, 2023 that the Rights may have certain anti-takeover effects, and your disclosure in such
current report that the Plan works by imposing a significant penalty upon any person or
group of affiliated or associated persons that acquires a certain percentage or more of the
outstanding common stock, except in certain situations specified in the Plan.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameKaren Haller
Comapany NameSouthwest Gas Holdings, Inc.
March 21, 2024 Page 2
FirstName LastName
Karen Haller
Southwest Gas Holdings, Inc.
March 21, 2024
Page 2
Please contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: John Hensley