Alaska Airlines and Horizon Air 2013 Annual Report Download - page 26

PROPOSALS TO BE VOTED ON
Purpose and Background of the Proposed
Share Amendment
As of March 18, 2014, there were
approximately 68,825,259 shares of
Company common stock issued and
outstanding. This number does not include
approximately 1,124,766 shares of
Company common stock that are subject to
outstanding equity awards under our 2008
Performance Incentive Plan and 2004
Performance Incentive Plan and an
additional 8,556,996 shares of Company
common stock that are reserved for future
issuance under our 2008 Performance
Incentive Plan and our Employee Stock
Purchase Plan as of March 18, 2014. Based
upon our issued and reserved shares of
common stock, there are approximately
22,617,745 million shares of common
stock available for issuance in the future for
other corporate purposes.
The purpose of the proposed Share
Amendment is to allow the Company to have
a sufficient number of shares of authorized
and unissued common stock for issuance in
connection with such corporate purposes as
may, from time to time, be considered
advisable by the Company’s Board of
Directors. Having such shares available for
issuance in the future will give the Company
greater flexibility and will allow the shares to
be issued from time to time as determined
by the Company’s Board and, unless
otherwise required by NYSE listing rules or
other applicable rules and regulations,
without the expense and delay of a special
stockholders’ meeting to approve the
additional authorized capital stock. The
corporate purposes for which the Company
may issue common stock could include,
without limitation, issuances in connection
with stock splits or stock dividends,
issuances in connection with future
acquisitions, issuances pursuant to equity
awards granted under current or future
equity compensation plans and issuances in
connection with equity financings. There are
currently no commitments or understandings
with respect to the issuance of any of the
additional shares of Company common
stock that would be authorized by the
proposed Share Amendment.
Rights of Additional Authorized Shares
Any authorized shares of Company common
stock, if and when issued, would be part of
our existing class of common stock and
would have the same rights and privileges
as the shares of common stock currently
outstanding. The holders of Company
common stock have no preemptive rights to
subscribe for or purchase any additional
shares of Company common stock that may
be issued in the future.
Effect of Proposed Share Amendment
The increase in the Company’s authorized
common stock will not have any immediate
effect on the rights of existing stockholders.
However, the Company’s Board of Directors
will have the authority to issue common
stock without requiring future stockholder
approval of such issuances, except as may
be required by the Company’s Certificate of
Incorporation, NYSE listing rules or other
applicable rules and regulations. To the
extent that the additional authorized shares
are issued in the future, they could decrease
the Company’s existing stockholders’
percentage equity ownership and, depending
upon the price at which they are issued as
compared to the price paid by existing
stockholders for their shares, could be
dilutive to the Company’s existing
stockholders.
ŠProxy
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