Alaska Airlines and Horizon Air 2010 Annual Report Download - page 38
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accelerating its expiration date by
four years. In 2005, the Company
also adopted a policy that it will
adopt a Stockholder Rights Plan in
the future only if it is approved by the
Company’s stockholders or, if
adopted by the Board pursuant to
the exercise of its fiduciary duties, it
is approved by the Company’s
stockholders within one year of
adoption.
• At the Company’s 2009 and 2010
annual meetings of stockholders, the
Board voluntarily sought an annual
advisory vote from stockholders on
the executive compensation paid to
its named executive officers. In this
proxy statement, in recognition of the
value of receiving regular stockholder
input on the Company’s executive
compensation programs, the Board
has also recommended that
stockholders vote to require future
advisory votes on executive
compensation on an annual basis
(rather than every two years or every
three years).
In light of the change in sentiment by
stockholders and other prominent members
of the corporate governance community
since stockholders voted last year on the
ability of stockholders to act by written
consent, the Board believes it is in the best
interests of all the Company’s stockholders
to seek an advisory vote to confirm whether
the Company’s stockholders continue to
believe that stockholders should have the
ability to act by the written consent of a
majority of outstanding shares.
While the Board believes it is advisable and
appropriate to seek the advisory vote of
stockholders requested by this proposal, for
the reasons discussed above, the Board
nonetheless continues to believe that the
ability of stockholders to take action by
majority written consent is not in the best
interests of the Company or its
stockholders. Notwithstanding this view or
the Board’s recommendation on this
proposal, if a majority of the votes cast on
the proposal vote in favor of this proposal,
the Board will take the steps necessary to
allow stockholders to act by the written
consent of a majority of the Company’s
outstanding shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST A
STOCKHOLDERS’ RIGHT TO ACT BY WRITTEN CONSENT.
18