Alaska Airlines and Horizon Air 2007 Annual Report Download - page 20

Company’s Corporate Secretary, Alaska Air
Group, Inc., P.O. Box 68947, Seattle, WA
98168, telephone [phone]. If your
shares are held by a broker, trustee or bank, you
can obtain a new voting instruction form by
contacting your broker, trustee or bank. If your
shares are held by one of the Company’s 401(k)
retirement plans, you can obtain a new voting
instruction form by contacting the trustee of such
plan. You can obtain information about how to
contact the trustee from the Company’s
Corporate Secretary. Please refer to the section
below titled “How are shares voted that are held
in a Company 401(k) plan?” for more
information. If you sign and date the proxy card
or voting instruction form and submit it in
accordance with the accompanying instructions
and in a timely manner, any earlier proxy card or
voting instruction form will be revoked and your
choices on the proxy card or voting instruction
form will be voted as you instruct.
What are broker non-votes?
As indicated above, if you are a stockholder
of record who submits a proxy but does not
indicate how the proxies should vote on one or
more matters, the named proxies will vote as
recommended by the Board of Directors.
However, if your shares are held by a broker and
you do not provide instructions to the broker on
how to vote (whether you use the internet or
phone or return the enclosed voting instruction
form), the absence of instructions may cause
your shares to result in a “broker non-vote” on
the matters for which you do not provide
instructions on how to vote. Accordingly, if you
want to vote your shares on a matter, it is
important that you provide voting instructions on
that matter.
The following sets forth the application of
broker non-vote rules to the proposals.
Election of Directors.
The election of directors is the subject of
Proposal 1. Mr. Stephen Nieman, a stockholder
of the Company, has informed the Company of
his intention to nominate up to six persons at
the annual meeting for election to the Board of
Directors. Although Mr. Nieman has filed his own
proxy materials with the SEC, he has indicated
that he does not intend to mail his proxy
materials to all of the Company’s stockholders.
The current position of the New York Stock
Exchange (NYSE) is that an election is not
contested unless the “challengers ...doa
mailing to all stockholders who hold their shares
beneficially or in street name through banks,
brokers or other intermediaries.” Accordingly, we
currently believe that the election of directors will
not be “contested” for purposes of NYSE
Rule 452 and a broker will have the discretion to
vote your shares in the election of directors in
the absence of specific instructions.
Board Proposals.
The approval of a new 2008 Performance
Incentive Plan is the subject of Proposal 2. If you
do not give the broker that holds your shares
voting instructions regarding this proposal, your
shares will be considered “broker non-votes.” As
a result, your shares will not be voted on this
proposal and will not be counted in determining
the outcome of the vote on the proposal,
although they will count for purposes of
determining whether a quorum exists at the
meeting.
Stockholder Proposals.
Brokers will not be allowed to vote on any of
the Proposals 3 through 5 for which you do not
provide instructions. For example, if you provide
instructions for Proposals 3 and 4, but not for
Proposal 5, the broker will not cast a vote on
your behalf on Proposal 5; in other words, there
will be a “broker non-vote” on Proposal 5. As a
result, if you do not give the broker that holds
your shares voting instructions regarding one or
more of these proposals, your shares will not be
voted on that proposal and will not be counted in
determining the outcome of the vote on that
proposal, although they will count for purposes
of determining whether a quorum exists at the
meeting.
How are shares voted that are held in a
Company 401(k) plan?
On the record date, 1,589,009 shares were
held in trust for Alaska Air Group 401(k) plan
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