Alaska Airlines and Horizon Air 2009 Annual Report Download - page 39

Additionally, the Committee may, from time
to time, use its authority under its charter to
retain at the Company’s expense one or
more search firms to identify candidates
(and to approve any such firms’ fees and
other retention terms). If the Committee
retains one or more search firms, those
firms may be asked to identify possible
candidates who meet the minimum and
desired qualifications established by the
Committee and to undertake such other
duties as the Committee may direct.
2. Candidates Proposed by Stockholders
a. General Nomination Right of All
Stockholders
Any stockholder of the Company may
nominate one or more persons for election
as a director of the Company at an annual
meeting of stockholders if the stockholder
complies with the notice, information and
consent provisions contained in Article II,
Section 8 of the Company’s Bylaws.
Specifically, these provisions require that
written notice of a stockholder’s intent to
make a nomination for the election of
directors be received by the Corporate
Secretary of the Company at least 90 days
in advance of the third Tuesday in May (with
respect to elections held at a regular annual
meeting of stockholders), and that such
notice include:
• the name and address of the
stockholder who intends to make the
nomination and of the person(s) to be
nominated;
• a representation that the stockholder is
entitled to vote at the meeting;
• a description of all arrangements or
understandings between the
stockholder and each nominee and any
other person(s) (naming them) pursuant
to which the nomination is to be made;
• other information regarding each
nominee as would have been required
to be included in a proxy statement filed
pursuant to the proxy rules of the SEC
had each nominee been nominated by
the Board of Directors; and
• the consent of each nominee to serve
as a director if elected.
(The Corporate Secretary and General
Counsel will send a copy of the Company’s
Bylaws to any interested stockholder who
requests them. The Company’s Bylaws are
also available on the Company’s website at
http://www.alaskaair.com.)
b. Consideration of Director
Candidates Recommended by
Stockholders
The Committee will evaluate candidates
recommended by a single stockholder, or
group of stockholders, that has beneficially
owned more than 5% of the Company’s
outstanding common stock for at least one
year and that satisfies the notice,
information and consent 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
ŠProxy
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