Alaska Airlines and Horizon Air 2007 Annual Report Download - page 41

provisions set forth below (such individual or
group is referred to as the “Qualified
Stockholder”). The Committee’s policy on the
evaluation of candidates recommended by
stockholders who are not Qualified Stockholders
is to evaluate such recommendations, and
establish procedures for such evaluations, on a
case-by-case basis. This policy allows the
Committee to devote an appropriate amount of
its own and the Company’s resources to each
such recommendation, depending on the nature
of the recommendation itself and any supporting
materials provided. In addition, as discussed
above, non-Qualified Stockholders have the
ability to nominate one or more director
candidates directly at the Annual Meeting. All
candidates (whether identified internally or by a
stockholder) who, after evaluation, are then
recommended by the Committee and approved
by the Board, will be included in the Company’s
recommended slate of director nominees in its
proxy statement.
c. Initial Consideration of Candidates
Recommended by Qualified Stockholders
The Committee will evaluate candidates
recommended by Qualified Stockholders in
accordance with the following procedures.
Qualified Stockholders may propose a
candidate for evaluation by the Committee by
delivering a written notice to the Committee
satisfying each of the requirements described
below (the “Notice”). The Notice must be
received by the Committee not less than 120
calendar days before the anniversary of the date
that the Company’s proxy statement was
released to stockholders in connection with the
previous year’s annual meeting. No such notice
was received in connection with the 2008 Annual
Meeting.
Any candidate recommended by a Qualified
Stockholder must be independent of the
Qualified Stockholder in all respects (i.e., free of
any material personal, professional, financial or
business relationships from the nominating
stockholder), as determined by the Committee or
by applicable law. Any candidate submitted by a
Qualified Stockholder must also meet the
definition of an “independent director” under
applicable NYSE rules.
The Notice shall also contain or be
accompanied by the following information or
documentation:
• Proof of the required stock ownership
(including the required holding period)
of the stockholder or group of
stockholders. The Committee may
determine whether the required stock
ownership condition has been satisfied
for any stockholder that is the
stockholder of record. Any stockholder
that is not the stockholder of record
must submit such evidence as the
Committee deems reasonable to
evidence the required ownership
percentage and holding period.
• A written statement that the
stockholder intends to continue to own
the required percentage of shares
through the date of the annual meeting
with respect to which the candidate is
nominated.
• The name or names of each
stockholder submitting the proposal,
the name of the candidate, and the
written consent of each such
stockholder and the candidate to be
publicly identified.
• Regarding the candidate, such person’s
name, age, business and residence
address, principal occupation or
employment, number of shares of the
Company’s stock beneficially owned, if
any, a written resume or curriculum
vitae of personal and professional
experiences, and all other information
relating to the candidate that would be
required to be disclosed in a proxy
statement or other filings required in
connection with the solicitation of
proxies for election of directors
pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended,
and the regulations promulgated
thereunder (the “Exchange Act”).
• Regarding the candidate, information,
documents or affidavits demonstrating
to what extent the candidate meets the
required minimum criteria, and the
desirable qualities or skills, established
ŠProxy
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