Alaska Airlines and Horizon Air 2009 Annual Report Download - page 75

Two directors (Marc Langland and Byron
Mallott) had 18- to 27-years tenure
(independence concern) and represented
50% of our key nomination committee
including the chairmanship. This raised
concerns about board independence,
director recruitment and succession
planning. The Alaska Air board was the only
the significant directorship for five of our
directors. This could indicate a significant
lack of current transferable director
experience for the majority of our directors:
Byron Mallott, Mark Hamilton, Dennis
Madsen, Patricia Bedient and Jessie Knight.
The voting figures at our 2007 annual
meeting were withheld from shareholders for
two months — except for certain privileged
shareholders. Only 44% of our CEO’s pay
was incentive based.
The above concerns shows there is need for
improvement. Please encourage our board
to respond positively to this proposal to
enable shareholder action by written
consent.
Shareholder Action by Written Consent
Yes on 1
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER
PROPOSAL FOR THE FOLLOWING REASONS:
The Board believes that it is not in the best
interests of the Company and its
stockholders to allow holders of a majority
of the Company’s outstanding shares to
dictate decisions of the Company through
actions by written consent without a meeting
of stockholders because such actions can
be used to bypass the normal stockholder
approval process, could effectively
disenfranchise minority stockholders and
could result in substantial confusion for our
stockholders.
As permitted by the Delaware General
Corporation Law, the Company currently
permits stockholders to act by written
consent, provided that the action by written
consent is unanimous. This requirement
prevents the holders of a majority of the
Company’s shares from using the consent
procedure to take action without notifying
the Company’s other stockholders until after
the fact. Conversely, because this proposal
would not require unanimity when acting
without a stockholders’ meeting, minority
stockholders would be deprived of the
opportunity to express their views on a
proposed action and to vote their shares
before the action is taken. If holders of a
majority of the Company’s shares are
permitted to act by written consent, large
holders of shares could act on takeover bids
or other significant corporate actions without
consulting the minority stockholders. Such a
majority could also have a personal agenda,
causing the pursuit of actions that may be of
little or no benefit to stockholders and which
could interfere with the Company’s efforts to
develop and implement its long-range
planning for the benefit of all stockholders.
The Company’s annual meetings of
stockholders already provide ample
opportunity to raise appropriate Company
matters. Stockholders have frequently used
these annual meetings to have their
concerns communicated to the whole of the
Company’s stockholders, including through
proposals such as this proposal. This
process allows the opportunity for
discussion before an action is taken,
increases the ability of all stockholders to
have their views considered and ensures
that the vote of all participating stockholders
will be counted. If this proposal is approved,
holders of a simple majority of the
Company’s shares could take action without
a meeting and before all arguments can be
heard. The Board believes this is contrary to
sound corporate governance.
ŠProxy
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