Alaska Airlines and Horizon Air 2009 Annual Report Download - page 74

STOCKHOLDER PROPOSAL
John Chevedden has given notice of his
intention to present a proposal at the 2010
Annual Meeting. Mr. Chevedden’s address
is 2215 Nelson Avenue, No. 205, Redondo
Beach, CA 90278, and Mr. Chevedden
represents that he has owned no less than
200 shares of the Company’s common
stock since July 1, 2006. 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 NO. 1
SHAREHOLDER ACTION BY WRITTEN CONSENT
RESOLVED, Shareholders hereby request
that our board of directors undertake such
steps as may be necessary to permit
shareholders to act by the written consent of
a majority of our shares outstanding to the
extent permitted by law.
Statement of John Chevedden
Taking action by written consent in lieu of a
meeting is a mechanism shareholders can
use to raise important matters outside the
normal annual meeting cycle.
Limitations on shareholders’ rights to act by
written consent are considered takeover
defenses because they may impede the
ability of a bidder to succeed in completing a
profitable transaction for us or in obtaining
control of the board that could result in a
higher price for our stock. Although it is not
necessarily anticipated that a bidder will
materialize, that very possibility presents a
powerful incentive for improved management
of our company.
A study by Harvard professor Paul Gompers
supports the concept that shareholder
disempowering governance features,
including restrictions on shareholders’ ability
to act by written consent, are significantly
correlated to a reduction in shareholder
value.
We gave 66%-support to a 2009 shareholder
proposal calling for a shareholder right to
call a special meeting. This 66%-support
even translated into 52%-support from all
our shares outstanding.
The merit of this Shareholder Action by
Written Consent proposal should also be
considered in the context of the need for
improvement in our company’s 2009
reported corporate governance status:
Our Board failed to adopt a shareholder
proposal which won majority vote at our
2008 annual meeting: Cumulative Voting
(51%-support). We thus had no shareholder
right to cumulative voting, and also no
shareholder right to call a special meeting,
to act by written consent, to an independent
chairman or even a lead director.
Shareholder proposals to address all or
some of these topics have received majority
votes at other companies and would be
excellent topics for our next annual meeting.
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