Alaska Airlines and Horizon Air 2013 Annual Report Download - page 25

PROPOSALS TO BE VOTED ON
OVERVIEW OF PROPOSALS 4 AND 5:
AMENDMENTS TO THE CERTIFICATE OF INCORPORATION
Proposals 4 and 5 request amendments to
the Company’s Certificate of Incorporation to
(i) increase the number of authorized shares
of Company common stock from
100,000,000 to 200,000,000 (Proposal 4)
and (ii) reduce the par value for the
Company’s common and preferred stock
from $1.00 to $0.01 (Proposal 5).
Each amendment contemplated by
Proposals 4 and 5 is not conditioned upon
the approval of the other proposal. If one or
both of the proposals is approved by the
stockholders, the Company intends to file a
Certificate of Amendment with the Secretary
of State of the State of Delaware. The
amendment will become effective upon the
filing of the Certificate of Amendment with
the Secretary of State of the State of
Delaware.
The amendments contemplated by Proposal
4 and Proposal 5 are each described in
more detail below. These descriptions are
qualified in their entirety by reference to,
and should be read in conjunction with, the
full text of the Certificate of Amendment,
which is attached to this Proxy Statement as
Appendix A and assumes that Proposals 4
and 5 are both approved. If either of
Proposal 4 or 5 is not approved by the
requisite vote of the Company’s
stockholders, the Certificate of Amendment
to be filed with the Secretary of State of the
State of Delaware will be appropriately
modified. The Company’s Certificate of
Incorporation will remain the same in all
other respects.
PROPOSAL 4:
ADOPTION AND APPROVAL OF AMENDMENT OF THE CERTIFICATE OF
INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
General
The Company’s current Certificate of
Incorporation authorizes the issuance of
105,000,000 shares of the Company’s
capital stock, of which 5,000,000 shares
are designated as preferred stock and
100,000,000 shares are designated as
common stock. On February 12, 2014, the
Company’s Board of Directors unanimously
adopted and approved an amendment to the
Company’s Certificate of Incorporation to
increase the number of authorized shares of
Company common stock from 100,000,000
to 200,000,000 (the Share Amendment),
subject to stockholder approval. The Board
has declared the proposed Share
Amendment to be advisable and in the best
interests of the Company and its
stockholders and has directed that adoption
and approval of the Share Amendment be
submitted to the Company’s stockholders
for their consideration at this Annual
Meeting.
The Company’s Board of Directors
recommends that stockholders adopt and
approve the proposed Share Amendment to
the Company’s Certificate of Incorporation.
The text of the proposed Share Amendment
is attached as Appendix A and incorporated
in this Proxy Statement by reference. As
described above, Appendix A also includes
the text of the proposed amendment
described in Proposal 5.
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