SkyWest Airlines 2013 Annual Report Download - page 160

PROPOSAL 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Background
Section 14A of the Exchange Act, which was enacted pursuant to the Dodd-Frank Wall Street
Reform and Consumer Protection Act, requires that the Company provide its shareholders with the
opportunity to vote on an advisory (non-binding) resolution to approve the compensation of the
Executives (referred to as a ‘‘Say-on-Pay’’ proposal) as disclosed in this Proxy Statement.
Accordingly, the following resolution will be submitted to the Company’s shareholders for approval
at the Meeting:
‘‘RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation
of the Executives, as disclosed in the Company’s Proxy Statement for the 2014 Annual Meeting of
Shareholders pursuant to the compensation disclosure rules of the U.S. Securities and Exchange
Commission, including the Compensation Discussion and Analysis, the 2013 Executive
Compensation table and the other related tables and disclosure.’’
As described in detail under the heading ‘‘Compensation Discussion and Analysis,’’ the Board
believes the Company’s compensation of the Executives achieves the primary goals of (i) attracting and
retaining experienced, well-qualified executives capable of implementing the Company’s strategic and
operational objectives, (ii) aligning management compensation with the creation of shareholder value
on an annual and long-term basis, and (iii) linking a substantial portion of the Executives’
compensation with long-term Company performance and the achievement of pre-determined goals,
while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. The Board
encourages you to review in detail the Compensation Discussion and Analysis beginning on page 24 of
this Proxy Statement and the executive compensation tables beginning on page 34 of this Proxy
Statement. In light of the information set forth in such sections of this Proxy Statement, the Board
believes the compensation of the Executives for the fiscal year ended December 31, 2013 was fair and
reasonable and that the Company’s compensation programs and practices are in the best interests of
the Company and its shareholders.
The vote on this Say-on-Pay resolution is not intended to address any specific element of
compensation; rather, the vote relates to all aspects of the compensation of the Executives, as described
in this Proxy Statement. While this vote is only advisory in nature, which means that the vote is not
binding on the Company, the Board and the Compensation Committee (which is composed solely of
independent directors), value the opinion of the Company’s shareholders and will consider the outcome
of the vote when addressing future compensation arrangements.
We are required under current law to hold this advisory ‘‘Say-on-Pay’’ vote at least once every
three years. We have held such an advisory vote at each of our annual meetings of shareholders since
2011 and currently anticipate that we will hold a similar vote on an annual basis until we hold our next
shareholder advisory vote on the frequency of future Say-on-Pay votes.
Voting
Approval of the resolution above (on a non-binding, advisory basis) requires that the number of
votes cast at the Meeting, in person or by proxy, in favor of the resolution exceeds the number of votes
cast in opposition to the resolution.
The Board and the Compensation Committee Recommend that Shareholders Vote FOR Approval of the
Compensation of the Executives, as disclosed in this Proxy Statement.
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