SkyWest Airlines 2015 Annual Report Download - page 150

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48
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 2016 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 2015 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, 2015 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.