Alaska Airlines and Horizon Air 2009 Annual Report Download - page 51

The table below identifies those persons
known by us to have beneficial ownership of
more than 5% of the Company’s outstanding
common stock, as of March 19, 2010.
5% or More Beneficial Ownership
Name and Address of
Beneficial Owner
Number of
Shares
Owned
Percent of
Outstanding
Shares(1)
PRIMECAP Management
Company(2) 2,654,950 7.42
225 South Lake
Avenue, #400
Pasadena, CA 91101
BlackRock, Inc.(3) 2,590,244 7.24
40 East 52nd Street
New York, NY 10022
Dimensional Fund
Advisors LP(4) 1,965,679 5.50
Palisades West,
Building One
6300 Bee Cave Road
West Austin,
TX 78746
Franklin Resources,
Inc.(5) 1,873,000 5.24
100 Vanguard
Boulevard
Malvern, PA 19355
(1) We determine applicable percentage ownership
based on 5,761,624 shares of our common stock
outstanding as of March 19, 2010.
(2) Beneficial ownership information is based on a
Schedule 13G/A filed by PRIMECAP Management
Company (“PRIMECAP”) on February 11, 2010.
PRIMECAP reported in the Schedule 13G/A that it
had sole voting power over 218,810 shares and
sole dispositive power over all 2,654,950 shares.
(3) Beneficial ownership information is based on a
Schedule 13G/A filed by BlackRock, Inc.
(“BlackRock”) on January 20, 2010. BlackRock
reported in the Schedule 13G that it had sole
voting power over all 2,590,244 shares and sole
dispositive power over all 2,590,244 shares.
(4) Beneficial ownership information is based on a
Schedule 13G/A filed by Dimensional Fund
Advisors LP. (“Dimensional”) on February 10,
2010. Dimensional reported in the Schedule 13G
that, as an investment advisor registered under
Section 203 of the Investment Advisors Act of
1940, it furnishes investment advice to four
investment companies and serves as investment
manager to other accounts (collectively, the
“Funds”), which hold the shares shown in the
table above. To Dimensional’s knowledge, the
interest of any one Fund does not exceed 5% of
the class of securities. Dimensional further
reported that while it possesses voting and
investment power over 1,920,937 shares and
sole dispositive power over 1,965,679 shares,
such shares are owned by the Funds, and
Dimensional disclaims beneficial ownership of
such shares.
(5) Beneficial ownership information is based on a
Schedule 13G filed by Franklin Resources, Inc.
(“Franklin”) and Charles B. Johnson and Rupert H.
Johnson, Jr., its principal stockholders on
January 21, 2010. Franklin reported in the
Schedule 13G that, for purposes of Rule 13d-3
under the Act, investment subsidiaries of Franklin,
Franklin Advisory Services, LLC and Franklin
Advisers, Inc., may be deemed to be the
beneficial owners of the shares, and that Messrs.
Johnson and Johnson, and Franklin, each disclaim
beneficial ownership of any securities. Franklin
reported that Franklin Advisory Services, LLC has
sole voting and dispositive power over 1,273,000
of the 1,873,000 shares beneficially owned, and
Franklin Advisers, Inc. has sole voting and
dispositive power over 600,000 of the 1,873,000
shares beneficially owned.
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
This section contains a discussion of the
material elements of compensation earned
during 2009 by the Company’s Named
Executive Officers listed in the Summary
Compensation Table below: CEO of Alaska Air
Group, Inc. William S. Ayer; president of
Alaska Airlines, Inc. Bradley D. Tilden; CFO of
Alaska Air Group, Inc. Glenn S. Johnson; COO
of Alaska Airlines, Inc. Benito Minicucci; and
Jeffrey D. Pinneo, CEO of operating subsidiary
Horizon Air Industries, Inc.
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