Alaska Airlines and Horizon Air 2009 Annual Report Download - page 22

How many votes must the nominees have
to be elected?
The Company has amended its Bylaws
(effective September 10, 2009) to require
each director to be elected at each annual
meeting by a majority of votes cast with
respect to that director. This means that the
number of votes “for” a director must
exceed the number of votes “against” that
director. In the event that a nominee for
director receives more “against” votes for
his or her election than “for” votes, the
Board must consider such director’s
resignation following a recommendation by
the Board’s Governance and Nominating
Committee. The majority voting standard
does not apply, however, in the event that
the number of nominees for director
exceeds the number of directors to be
elected. In such circumstances, directors
will instead be elected by a plurality of the
votes cast, meaning that the persons
receiving the highest number of “for” votes,
up to the total number of directors to be
elected at the Annual Meeting, will be
elected.
With regard to the election to take place at
the Annual Meeting, the Board intends to
nominate the nine persons identified as its
nominees in this proxy statement. Because
the Company has not received notice from
any stockholder of an intent to nominate
directors at the Annual Meeting, each of the
directors must be elected by a majority of
votes cast.
What happens if a director candidate
nominated by the Board of Directors is
unable to stand for election?
The Board of Directors may reduce the
number of seats on the Board or it may
designate a substitute nominee. If the Board
designates a substitute, shares represented
by proxies held by the named proxies,
Messrs. Ayer and Loveless, will be voted for
the substitute nominee.
How many votes must the proposals to
ratify the appointment of KPMG LLP as
independent auditor, the advisory vote
regarding the compensation of the
Company’s named executive officers, the
approval of Company’s ESPP, and the
stockholder proposal receive in order to
pass?
Appointment of KPMG LLP as the
Company’s independent auditor
A majority of the shares present in person or
by proxy at the meeting and entitled to vote
on the proposals must be voted “for” the
proposal in order for it to pass. “Abstain”
votes are deemed present and entitled to
vote and are included for purposes of
determining the number of shares
constituting a majority of shares present and
entitled to vote. Accordingly, an abstention,
because it is not a vote “for” will have the
effect of a negative vote.
Advisory vote regarding the compensation of
the Company’s named executive officers
A majority of the shares present in person or
by proxy at the meeting and entitled to vote
on the proposals must be voted “for” the
proposal in order for it to pass. “Abstain”
votes are deemed present and entitled to
vote and are included for purposes of
determining the number of shares
constituting a majority of shares present and
entitled to vote. Accordingly, an abstention,
because it is not a vote “for” will have the
effect of a negative vote.
Approve the adoption of the Company’s
ESPP proposal
Approval of the adoption of the ESPP
requires the affirmative vote of a majority of
the shares represented at the Annual
Meeting, either in person or by proxy, and
entitled to vote on the matter. In addition,
under NYSE rules, approval of the ESPP also
requires the affirmative vote of the majority
6