Southwest Gas (SWX) 8-KDeparture of Directors or Certain Officers

On March 29, 2023, the Compensation Committee and the Board of Directors ("Board") of Southwest Gas Holdings, Inc. (the "Company") approved new grant agreements (“Grant Agreements”) for long-term incentive compensation awards pursuant to the Company’s Omnibus Incentive Plan (“Omnibus Plan”). The Grant Agreements will be entered into by named executive officers (as such term is defined in Item 402 of Regulation S-K) of the Company who are officers of the Company and Southwest Gas Corporation. The Grant Agreements will be effective for grants made under the Omnibus Plan in 2023 and the form will be used for any future grants under the Omnibus Plan until determined otherwise by the Compensation Committee or Board. The Grant Agreements contain restrictions on transfer and encumbrances during the period before vesting, forfeiture provisions, and special vesting terms in the event of termination due to death, disability, retirement, involuntary termination due to a general reduction in force or specific elimination of the grantee’s job (except in connection with a termination for cause), and termination without cause or with good reason within 24 months following a change in control. The new Grant Agreements also provide for crediting of dividend equivalents and distribution of common stock and accumulated dividend equivalents as soon as administratively possible after vesting, along with provisions on tax liability, tax withholding and compliance with Section 409A of the Internal Revenue Code ("Code").

Also on March 29, 2023, the Board approved an additional short-term equity incentive award opportunity for Paul S. Daily, a named executive officer (as such term is defined in Item 402 of Regulation S-K) of the Company and President and Chief Executive Officer of Centuri Group, Inc. (“Centuri”). Mr. Daily’s short-term incentive award opportunity increased to 110% of his base salary, and his long-term incentive award opportunity remains at 225% of his base salary. His long-term incentive opportunity consists of 70% time-lapse restricted stock units and 30% performance shares. Mr. Daily will enter into Centuri grant agreements (“Centuri Grant Agreements”) for long-term incentive compensation awards pursuant to the Omnibus Plan in forms approved by the Compensation Committee of the Board on February 23, 2023. The Centuri Grant Agreements contain restrictions on transfer and encumbrances during the period before vesting, forfeiture provisions, and special vesting terms in the event of termination due to death, disability, retirement, involuntary termination after six months following a change in control (or if applicable, after the period in the grantee’s employment agreement, if longer), and involuntary termination within six months following a change in control (or if applicable, after the period in the grantee’s employment agreement, if longer). The Centuri Grant Agreements also provide for crediting of dividend equivalents and distribution of common stock and accumulated dividend equivalents as soon as administratively possible after vesting, along with provisions on tax liability, tax withholding and compliance with Section 409A of the Code. The Centuri Grant Agreements also contain provisions regarding treatment of awards in the event of a spin-off of Centuri from the Company.

(d) Exhibits:

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.