SkyWest Airlines 2012 Annual Report Download - page 37

accident or incident, even if fully insured, could cause a public perception that our operations are less
safe or reliable than other airlines.
Risks Related to Our Common Stock
We can issue additional shares without shareholder approval.
Our Restated Articles of Incorporation, as amended (the ‘‘Restated Articles’’), authorize the
issuance of up to 120,000,000 shares of common stock, all of which may be issued without any action or
approval by our shareholders. As of December 31, 2012, we had 51,432,790 shares outstanding. In
addition, as of December 31, 2012, we had equity-based incentive plans under which 2,973,459 shares
are reserved for issuance and an employee stock purchase plan under which 1,855,580 shares are
reserved for issuance, both of which may dilute the ownership interest of our shareholders. Our
Restated Articles also authorize the issuance of up to 5,000,000 shares of preferred stock. Our board of
directors has the authority to issue preferred stock with the rights and preferences, and at the price,
which it determines. Any shares of preferred stock issued would likely be senior to shares of our
common stock in various regards, including dividends, payments upon liquidation and voting. The value
of our common stock could be negatively affected by the issuance of any shares of preferred stock.
The amount of dividends we pay may decrease or we may not pay dividends.
Historically, we have paid dividends in varying amounts on our common stock. The future payment
and amount of cash dividends will depend upon our financial condition and results of operations, loan
covenants and other factors deemed relevant by our board of directors. There can be no assurance that
we will continue our practice of paying dividends on our common stock or that we will have the
financial resources to pay such dividends.
Provisions of our charter documents and code-share agreements may limit the ability or desire of others to
gain control of our company.
Our ability to issue shares of preferred and common stock without shareholder approval may have
the effect of delaying or preventing a change in control and may adversely affect the voting and other
rights of the holders of our common stock, even in circumstances where such a change in control would
be viewed as desirable by most investors. The provisions of the Utah Control Shares Acquisitions Act
may also discourage the acquisition of a significant interest in or control of our company. Additionally,
our code-share agreements contain termination and extension trigger provisions related to change in
control type transactions that may have the effect of deterring a change in control of our company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
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