Alaska Airlines and Horizon Air 2013 Annual Report Download - page 27
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PROPOSALS TO BE VOTED ON
The increase in the authorized number of
shares of Company common stock and the
subsequent issuance of such shares could
have the effect of delaying or preventing a
change in control of the Company without
further action by the stockholders. Shares of
authorized and unissued common stock
could (within the limits imposed by
applicable law) be issued in one or more
transactions that would make a change in
control of the Company more difficult, and
therefore less likely. Any such issuance of
additional stock could have the effect of
diluting the earnings per share and book
value per share of the Company’s
outstanding shares of common stock, and
such additional shares could be used to
dilute the stock ownership or voting rights of
a person seeking to obtain control of the
Company. The Company’s Board of Directors
is not aware of any attempt to take control
of the Company and has not presented this
proposal with the intention that the increase
in our authorized shares of common stock
be used as a type of anti-takeover device.
Implementing the Proposed Share
Amendment
If approved by the Company’s stockholders
at the Annual Meeting, the proposed Share
Amendment to the Company’s Certificate of
Incorporation will become effective upon the
filing of a Certificate of Amendment with the
Secretary of State of the State of Delaware.
Although the Company’s Board of Directors
intends to file the Certificate of Amendment
as soon as practicable after the Annual
Meeting, if, in the judgment of the
Company’s Board of Directors, any
circumstances exist that would make
consummation of the proposed Share
Amendment inadvisable, then, in
accordance with Delaware law and
notwithstanding approval of the proposed
Share Amendment to the Certificate of
Incorporation by the Company’s
stockholders, the Company’s Board of
Directors may abandon the proposed Share
Amendment, either before or after approval
and authorization by the Company’s
stockholders, at any time prior to the
effectiveness of the filing of the Certificate
of Amendment.
Vote Required and Recommendation of the
Board of Directors
The affirmative vote of the holders of at
least a majority of the outstanding shares of
common stock, whether or not present or
represented by proxy at the Annual Meeting,
is required to approve the Share
Amendment to the Company’s Certificate of
Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
ADOPTION AND APPROVAL OF THE SHARE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION.
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