Alaska Airlines and Horizon Air 2009 Annual Report Download - page 40

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
2010 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 résumé 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
by the Committee. The Notice must also
include a written statement that the
stockholder submitting the proposal
and the candidate will make available to
the Committee all information
reasonably requested in furtherance of
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