Alaska Airlines and Horizon Air 2014 Annual Report Download - page 25

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Health Systems, Hawaii Community Foundation,
Hawaii Business Roundtable, The Nature
Conservancy of Hawaii, Kamehameha Schools
Audit Committee, Aloha United Way, and the
Harold K.L. Castle Foundation. He is also a
director of Alaska Airlines and Horizon Air
(subsidiaries of Alaska Air Group), Alexander &
Baldwin, the United States Telcom Association,
and is a member of the Hawaii Asia Pacific
Association.
Mr. Yeaman’s extensive business background,
his experience as CEO of a public company, and
his intimate knowledge of the culture of Hawaii
(a region that accounts for a significant portion
of Alaska’s business) qualify him to serve as a
member of the Air Group Board.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF THE 11 DIRECTOR NOMINEES NAMED ABOVE.
UNLESS OTHERWISE INDICATED ON YOUR PROXY, THE SHARES WILL BE
VOTED FOR THE ELECTION OF THESE 11 NOMINEES AS DIRECTORS.
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 2015, 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
ŠProxy
PROPOSALS TO BE VOTED ON 13