Alaska Airlines and Horizon Air 2007 Annual Report Download - page 75
Download and view the complete annual report
Please find page 75 of the 2007 Alaska Airlines and Horizon Air annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2
-
3
-
4
-
5
-
6
-
7
-
8
-
9
-
10
-
11
-
12
-
13
-
14
-
15
-
16
-
17
-
18
-
19
-
20
-
21
-
22
-
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
37
-
38
-
39
-
40
-
41
-
42
-
43
-
44
-
45
-
46
-
47
-
48
-
49
-
50
-
51
-
52
-
53
-
54
-
55
-
56
-
57
-
58
-
59
-
60
-
61
-
62
-
63
-
64
-
65 -
66 -
67 -
68 -
69 -
70 -
71 -
72 -
73 -
74 -
75 -
76 -
77 -
78 -
79 -
80 -
81 -
82 -
83 -
84 -
85 -
86
-
87
-
88
-
89
-
90
-
91
-
92
-
93
-
94
-
95
-
96
-
97
-
98
-
99
-
100
-
101
-
102
-
103
-
104
-
105
-
106
-
107
-
108
-
109
-
110
-
111
-
112
-
113
-
114
-
115
-
116
-
117
-
118
-
119
-
120
-
121
-
122
-
123
-
124
-
125
-
126
-
127
-
128
-
129
-
130
-
131
-
132
-
133
-
134
-
135
-
136
-
137
-
138
-
139
-
140
-
141
-
142
-
143
-
144
-
145
-
146
-
147
-
148
-
149
-
150
-
151
-
152
-
153
-
154
-
155
-
156
-
157
-
158
-
159
-
160
-
161
-
162
-
163
-
164
-
165
-
166
-
167
-
168
-
169
-
170
-
171
-
172
-
173
-
174
-
175
-
176
-
177
-
178
-
179
-
180
-
181
-
182
-
183
-
184
-
185
-
186
-
187
-
188
-
189
-
190
-
191
-
192
-
193
-
194
-
195
-
196
-
197
-
198
-
199
-
200
-
201
-
202
-
203
-
204
-
205
-
206
-
207
-
208
-
209
-
210
-
211
-
212
-
213
-
214
-
215
-
216
 |
 |
than a majority of the shares to pool their votes
to elect directors concerned with advancing the
positions of the narrow group responsible for
their election. The Board believes this potential
conflict between a director’s fiduciary duty to
represent all of the Company’s stockholders and
an allegiance to a special interest group could
threaten the integrity and efficiency with which
the Board discharges its duties. In addition, the
Board believes that the support by directors of
the special interests of the constituencies that
elected them could create partisanship and
divisiveness among Board members and impair
the Board’s ability to operate effectively as a
governing body, to the detriment of all the
Company’s stockholders.
Moreover, in March 2006, the Board
adopted a majority voting policy under which
director nominees must receive a majority of the
votes cast in uncontested elections. In any
non-contested election of directors, any director
nominee who receives a greater number of votes
“withheld” from his or her election than votes
“for” such election shall immediately tender his
or her resignation. The Board is then required to
act on the recommendation of the Governance
and Nominating Committee on whether to accept
or reject the resignation, or whether other action
should be taken. The Board believes that the
Company’s majority voting standard gives
stockholders a meaningful say in the election of
directors, making cumulative voting unnecessary.
The Board believes that the Company’s
current system of electing directors, which is
similar to that of most major publicly-traded
corporations and which entitles each share to
one vote for each nominee, will continue to work
successfully in the future, as it has in the past.
Ten of the eleven members of the Board are
independent non-management directors and all
directors have been elected by a majority of
shares voted. The Board believes that this
structure is the most effective means to ensure
that the Board will continue to exercise
independent judgment and remain accountable
to all of the Company’s stockholders, rather than
to a particular group.
ACCORDINGLY, THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE
AGAINST PROPOSAL 4.
ŠProxy
59