Alaska Airlines and Horizon Air 2013 Annual Report Download - page 23

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PROPOSALS TO BE VOTED ON
PROPOSAL 2:
RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S
INDEPENDENT ACCOUNTANTS
The Audit Committee has selected KPMG
LLP (“KPMG”) as the Company’s
independent accountants for fiscal year
2014, 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
the independent accountants, the Board
considers the selection of the independent
accountants 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 and entitled to vote on the
proposal is required to ratify the selection of
KPMG as the Company’s independent
accountant for the current fiscal year.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
RATIFICATION OF THE COMPANY’S INDEPENDENT ACCOUNTANTS.
PROPOSAL 3:
ADVISORY VOTE REGARDING THE COMPENSATION
OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
The Company is providing its stockholders
with the opportunity to cast a non-binding,
advisory vote on the compensation of the
Company’s Named Executive Officers as
disclosed pursuant to the SEC’s executive
compensation disclosure rules and set forth
in this Proxy Statement (including the
compensation tables and the narrative
discussion accompanying those tables as
well as in the Compensation Discussion and
Analysis).
As described more fully in the Compensation
Discussion and Analysis section of this
Proxy Statement, the structure of the
Company’s executive compensation program
is designed to compensate executives
appropriately and competitively and to drive
superior performance. For the Named
Executive Officers, a high percentage of total
direct compensation is variable and tied to
the success of the Company because they
are the senior leaders primarily responsible
for the overall execution of the Company’s
strategy. The Company’s strategic goals are
reflected in its incentive-based executive
compensation programs so that the
interests of executives are aligned with
stockholder interests. Executive
compensation is designed to be internally
equitable, to reward executives for
responding successfully to business
challenges facing the Company, and to take
into consideration the Company’s size
relative to the rest of the industry.
The Compensation Discussion and Analysis
section of this Proxy Statement describes in
more detail the Company’s executive
compensation programs and the decisions
made by the Compensation and Leadership
Development Committee during 2013.
16