Alaska Airlines and Horizon Air 2009 Annual Report Download - page 76
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Further, permitting holders of a majority of
the Company’s outstanding shares to act by
written consent could also create
substantial confusion and disruption in a
publicly-held corporation with approximately
35,761,624 shares outstanding and more
than 3,400 stockholders of record. Multiple
groups of stockholders would be able to
solicit written consents at any time and as
frequently as they choose on a range of
issues, some of which may be in part
duplicative and some of which may be
potentially conflicting. This could lead to a
chaotic rather than an orderly conduct of
corporate affairs, and may frustrate many of
the Company’s stockholders leading to
lesser overall participation by them in
important Company matters.
Delaware law does not grant stockholders of
a corporation the absolute right to act by
written consent, and instead permits each
individual corporation to determine in its
charter documents the extent to which
stockholders should be permitted to act
without a meeting, by written consent. The
Board believes that the Delaware legislature
adopted this approach to enable a
corporation to implement a system that is in
the best interests of all of its stockholders.
The Board further believes that the
Company’s current system, which permits
stockholders to act by unanimous written
consent and to raise, consider and vote
upon proposals each year at the Company’s
annual meeting of stockholders, is the
appropriate process to assure that all of the
Company’s stockholders have an
opportunity to consider in advance any
action to be taken by stockholders, be heard
on any such action and ensure an organized
functioning of the corporation’s business
and affairs.
In considering how to vote on the proposal,
it is also important to note that the
proponent has made certain statements in
his supporting statement that we believe are
false and misleading. In particular, the
Company does have a Lead Director,
currently Mr. Langland, Chairman of the
Governance and Nominating Committee. In
addition, as described in further detail in the
Compensation Discussion and Analysis
section of this proxy statement,
approximately 80% of the total direct
compensation to Mr. Ayer, our President and
CEO, during 2008 was incentive-based.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE AGAINST THE STOCKHOLDER PROPOSAL.
60