Alaska Airlines and Horizon Air 2009 Annual Report Download - page 28
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PROPOSAL 2.
RATIFICATION OF COMPANY’S INDEPENDENT AUDITOR
The Audit Committee has selected KPMG
LLP (“KPMG”) as Air Group’s independent
auditor for fiscal year 2010, and the Board
is asking stockholders to ratify that
selection. Although current law, rules, and
regulations, as well as the charter of the
Audit Committee, require the Audit
Committee to engage, retain, and supervise
Air Group’s independent auditor, the Board
considers the selection of the independent
auditor to be an important matter of
stockholder concern and is submitting the
selection of KPMG for ratification by
stockholders as a matter of good corporate
practice.
The affirmative vote of holders of a majority
of the shares of common stock represented
at the meeting entitled to vote on the
proposal is required to ratify the selection of
KPMG as Air Group’s independent auditor
for the current fiscal year.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE COMPANY’S INDEPENDENT AUDITOR.
PROPOSAL 3.
ADVISORY VOTE REGARDING THE COMPENSATION
OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
In March 2009, the Board of Directors
announced its decision to become one of
the first public companies in the nation to
voluntarily solicit stockholder input on
executive pay.
With this proposal, the Board of Directors
gives the stockholders of the Company the
opportunity to vote on the following advisory
resolution:
RESOLVED, that the stockholders
hereby ratify the compensation of the
named executive officers set forth in
the Summary Compensation Table and
the accompanying
footnotes included in the Company’s
proxy statement (but not including the
Compensation Discussion and
Analysis).
See the Summary Compensation Table and
accompanying footnotes on page 46.
The stockholder vote will not be binding on
the Company and will not be construed as
overruling a decision by the Board or
creating or implying any fiduciary duty by the
Board. However, the Compensation
Committee will take into account the
outcome of the vote when considering future
executive compensation arrangements.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
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