Alaska Airlines and Horizon Air 2013 Annual Report Download - page 29
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PROPOSALS TO BE VOTED ON
for the payment of dividends and the
repurchase of common stock.
Certificates representing shares of the
Company’s common stock, par value $1.00
per share, issued and outstanding prior to
the effective date of filing of the Par Value
Amendment to the Certificate of
Incorporation will be deemed to represent
the same number of shares of our common
stock, $0.01 par value per share, as they
did prior to such effective date. Existing
certificates will not be exchanged for new
certificates in connection with the Par Value
Amendment.
Implementing the Proposed Par Value
Amendment
If approved by the Company’s stockholders
at the Annual Meeting, the proposed
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 Par Value
Amendment inadvisable, then, in
accordance with Delaware law and
notwithstanding approval of the proposed
Par Value Amendment, the Company’s
Board of Directors may abandon the
proposed Par Value 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 Par Value
Amendment to the Company’s Certificate of
Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
ADOPTION AND APPROVAL OF THE PAR VALUE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION.
PROPOSAL 6:
STOCKHOLDER PROPOSAL — INDEPENDENT BOARD CHAIRMAN
Mr. John Chevedden has given notice of his
intention to present a proposal at the 2014
Annual Meeting. Mr. Chevedden’s address
is 2215 Nelson Avenue, No. 205, Redondo
Beach, California 90278, and
Mr. Chevedden represents that he has
continuously owned no less than 100
shares of the Company’s common stock
since September 1, 2012. Mr. Chevedden’s
proposal and supporting statement, as
submitted to the Company, appear below.
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.
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