Nov 9 (Reuters) - Southwest Gas Holdings Inc (SWX.N), which is embroiled in a proxy battle with Carl Icahn, on Tuesday named two new directors and asked shareholders to reject a $75 per share tender offer from the activist investor. Icahn had made a bid to gain control of the company"s board and replace the chief executive after Southwest adopted a shareholder rights plan to thwart a push by the investor to abandon a $2 billion deal to buy Questar Pipelines from Dominion Energy Inc (D.N). Icahn holds just under 5% of stake in Southwest. Southwest in a statement said its board had determined that the Icahn offer was inadequate and undervalued the company and was not in the best interests of stockholders. The company also named Robert Boughner as its next chairman of the board, as well as the retirement of two other board members, effective at its 2022 annual meeting of stockholders. The Las Vegas, Nevada-based company also posted an 83% fall in third-quarter adjusted profit, partly hit by higher expenses in its natural gas operations and utilities services segments. Reporting by Ruhi Soni in Bengaluru; Editing by Anil D"Silva and Shailesh Kuber