Alaska Airlines and Horizon Air 2013 Annual Report Download - page 30

PROPOSALS TO BE VOTED ON
The affirmative vote of the holders of a
majority of the shares of common stock
present, in person or represented by proxy
at the meeting and entitled to vote on the
proposal is required to approve this
proposal.
Proposal 6 — Independent Board Chairman
RESOLVED: Shareholders request that our Board of Directors to adopt a policy, and amend
other governing documents as necessary to reflect this policy, to require the Chair of our
Board of Directors to be an independent member of our Board. This independence
requirement shall apply prospectively so as not to violate any contractual obligation at the
time this resolution is adopted. Compliance with this policy is waived if no independent
director is available and willing to serve as Chair. The policy should also specify how to select
a new independent chairman if a current chairman ceases to be independent between annual
shareholder meetings.
Many companies already have an independent Chairman. In contrast, William Ayer, our
Chairman was our former CEO and had 14-year tenure which further detracts from his
independence. An independent Chairman is the prevailing practice in the United Kingdom and
many international markets. This proposal topic won 50%-plus support at 5 major U.S.
companies in 2013 including 73%-support at Netflix.
This proposal should also be more favorably evaluated due to our Company’s clearly
improvable environmental, social and corporate governance performance as reported in 2013:
GMI Ratings, an independent investment research firm, rated Alaska Air D for executive pay —
our CEO can get long-term incentive pay for below-medium performance. There was the
potential for excessive golden parachutes and unvested equity pay would not lapse upon CEO
termination. A CEO was on our executive pay committee. There were 3 CEOs on our board:
Eric Yeaman, Marion Blakey and Marc Langland. Mr. Langland had 22-years long-tenure which
detracts from director independence. And Byron Mallott had 31-years long-tenure. James
Thompson was over-committed by serving on the boards of 4 companies. GMI rated Alaska Air
D for accounting. Our Company had a history of significant restatements, special charges or
write-offs.
Returning to the core topic of this proposal from the context of our clearly improvable
corporate governance, please vote to protect shareholder value: Independent Board Chair —
Proposal 6.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST
PROPOSAL 6 FOR THE FOLLOWING REASONS:
The current leadership structure of the
Board of Directors is designed to ensure
independent decision-making and oversight
while, at the same time, giving the Board
flexibility to determine the structure that is
in the best interests of the Company and its
stockholders — whether it be to combine or
to separate the roles of chairman and CEO.
Stockholders are best served if the Board
retains flexibility to decide what leadership
ŠProxy
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