Alaska Airlines and Horizon Air 2007 Annual Report Download - page 71

PROPOSAL NO. 3
STOCKHOLDER PROPOSAL
John Chevedden has given notice of his
intention to present a proposal at the 2008
Annual Meeting. Mr. Chevedden’s address is
2215 Nelson Avenue, No. 205, Redondo Beach,
CA 90278, and Mr. Chevedden represents that
he owns 1,847 shares of the Company’s
common stock. Mr. Chevedden’s proposal and
supporting statement, as submitted to the
Company, appear below in italics.
The Board of Directors opposes adoption of
Mr. Chevedden’s proposal and asks
stockholders to review the Board’s response,
which follows Mr. Chevedden’s proposal and
supporting statement below.
The affirmative vote of the holders of a
majority of the shares of common stock present,
in person or represented by proxy at the meeting,
and entitled to vote on the proposal is required
to approve this proposal.
Stockholder Proposal
POISON PILL VOTE
RESOLVED, Shareholders request that our
Board adopt a bylaw or charter amendment that
any 2007 or subsequent company poison pill
shall trigger a mandatory shareholder vote as a
separate ballot item.
Such a mandatory vote, in compliance with
applicable law, would be at the earliest next
shareholder meeting or special meeting. When
our directors know that a poison pill will be
subject to a mandatory vote, this certainty of a
vote will give our directors a far greater incentive
to use their utmost discretion before using such
a drastic measure as a poison pill. A poison pill
expiration date shall have no power to exclude
this mandatory vote.
“Poison pills … prevent shareholders, and
the overall market, from exercising their right to
discipline management by turning it out. They
entrench the current management, even when
it’s doing a poor job. They water down
shareholders’ votes and deprive them of a
meaningful voice in corporate affairs.” — “Take
on the Street” by Arthur Levitt, SEC Chairman,
1993–2001.
“That’s the key negative of poison pills —
instead of protecting investors, they can also
preserve the interests of management deadwood
as well.” — Morningstar.com, August 15, 2003.
John Chevedden, Redondo Beach, California
said the merits of this proposal should also be
considered in the context of our company’s
overall corporate governance structure and
individual director performance. For instance in
2007 the following structure and performance
issues were identified:
•We had no shareholder right to:
1. Cumulative voting
2. Call a special meeting
3. Act by written consent
4. A majority vote standard in electing
our directors
•Thus future shareholder proposals on
the above topics could obtain
significant support.
•The voting figures at our 2007 annual
meeting were withheld from
shareholders for two months — except
for certain privileged shareholders.
•We did not have an Independent
Chairman or even a Lead Director —
Independence concern.
•Our Company will take three-years to
transition to annual election of each
director — when the transition could be
completed in one-year.
•Thus we cannot vote on some directors
until 2009.
Additionally:
•Our full board met only five times in a
year.
ŠProxy
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