Saturday, May 7, 2005

Hello All,

The 2005 AAG CHALLENGER proxy campaign is in full swing!!

The CHALLENGERS filed their Definitive Proxy Statement with the US SEC just over one week ago. (see link to our proxy statement found on

I hope you've been checking, because we're running this campaign on a miser's budget with limited resource. Eventually we hope to convince groups more powerful and better capitalized than ours of the wisdom of running true stakeholders for corporate board seats at the AAG.

This has been a long road, the 2004/05 contest having started back before Turkey Day last year. Our first contest started way back in the summer of 2002. But I remind myself that anything worthwhile in life doesn't happen overnight. And often times the journey is more interesting and meaningful than the destination.

This is a multi-year effort to raise AAG stakeholder awareness, particularly workers. If you think your job is secure working for the highest hourly wage your union can negotiate, and going blissfully home afterward--you haven't been paying attention to what's been happening in the business world.

Corporations are in the midst of a huge upheaval. If workers want to survive, they're going to have to get involved in constructive ways. We're going to have to learn Corporate Governance 101, assert our rights to amend bylaws/other governing documents, and learn how to affordably capitalize our assets so we can grow. Or to put it in another way--we're going to have to learn how to be owners, not wageslaves. The phrase of the 21st Century might be--OWN OR BE OWNED!

Squeezed between downsizing, outsourcing and outright replacement by technology, workers are going to have to reach out to their true allies--customers and stockholders. We can't look to people in power, whether it be management or government, to take care of us. (That was a myth anyway; the premise of America is citizens being empowered to do the work of life and governing themselves).

The successful corporation of the new millennium is going to be one structured around a just division of power and teamwork among active stakeholders owning a majority of the stock. If we can challenge our institutions and change them accordingly, we will begin to fashion true job and pension security. If we can't change our institutions, we will lose our income security like so many workers have in the airline and other U.S. industries.

Life paradoxically teaches us that the night is darkest before the dawn; when the chips are down that's when the mind gets focused to take advantage of lucrative opportunities (and risks) that we may not have considered before.

I could write for hours on the immorality of our social systems (that doesn't allow "legal" candidates in a corporate election to appear on one proxy card, for example), but that will have to wait until a later time…


It is! courtesy the current system. We are working to change it, but for now there are a multiple of ways that AAG 401(k)ers can vote for CHALLENGER candidates.

But time is running out. 401(k)ers can vote only up to midnight next Thursday, May 12.

Vanguard has published a fax number to expedite transmission of AAG 401(k) plan participant Voting Instruction Forms ("VIF") (which is what the "ballot" is called for shares held in trust). That Fax number is (732) 417-2916.

By the way, this number was published in an April 22, 2005 letter Vanguard sent to EquiServe (the AAG's agent), which was to be mailed in the AAG's proxy materials packets to all AAG 401(k)ers. Unfortunately, not all plan participants got the inserted letter (I didn't in my packet). That letter is posted on votepal in pdf at

Of the several methods AAG stockholders can utilize to vote for CHALLENGER candidates, I suggest the following: (I've appended our instructions from our proxy statement at the end of this email.)

Probably the easiest, is to take the VIF (the ballot) mailed to you by the company, mark "Withheld From All Nominees" (which cancels voting for all AAG nominees), and write-in any of the CHALLENGER candidates (you can vote for a total of four). They are yours truly, Richard Foley, fellow-Horizon worker Terry Dayton, Dr. Bob Osborne, John Chevedden and Carl Olson. You can read a brief bio on each at

Our VIF contains three additional shareholder proposals that all stockholders are empowered to vote on. If you want to vote the complete offering, click on: which takes you to the CHALLENGERS' proxy statement and copies of our ballot and VIF in three formats: html, pdf and electronic.

Print out and fax to (732) 417-2916 since time is running short. I filled out the electronic VIF, printed it out and then faxed (unfortunately, we were not able to get EquiServe to authorize Internet voting of the CHALLENGERS' VIF and proxy card).

I know this all sounds complicated--and unfortunately it is, which is a dead giveaway that an injustice is in progress.

I have witnessed in my life the FACT that we all shape reality--our own and others. Daily, we partake in the Brave New World--there's no escape hatch. It's just a question of whether we work from the sphere of justice or not.

Obviously, if our sole reality is "I," "me" or "mine," we will never attain the ultimate truth which results in the FACT that we have to work together to be productive and happy. If we accomplish that effectively--we all benefit. If we don't--we all suffer.

No man or woman is an island. It's a lonely and negative way to exist. Let's try reaching out to one another and moving forward arm-in-arm.

Hope to see you all in Seattle at the shareholders meeting on May 17~~Steve Nieman

From the CHALLENGERS May 1, 2005
Letter to Stockholders of Alaska Air Group, Inc.
Who Really Owns Your Company?

Dear AAG Shareholders:

Who Owns? is the fundamental 64 million dollar question that shareholders have been waiting a long time to finally determine. Courtesy the rights of your stock ownership in this company, you now have an opportunity to vote on this critical question. To the best of our knowledge, you are the first shareholders to test what we feel is obvious: Stockholders own the company--not management. If you vote in sufficient numbers, we believe the shareholder proposals that appear on the ballot this year are binding on the AAG's Board of Directors, who must then enact them according to Delaware law within a reasonable period of time.

The board disagrees with us. But you must consider who we're dealing with. We are opposed by an incumbent board who over the last five years has ignored 13 majority shareholder votes, and who bluntly says in this year's proxy statement that it will ignore all majority votes on these 2005 proposals, too. We urge you to carefully read the CHALLENGER and AAG's proxy statements. How can such a fundamental conflict over how power is wielded at our companies finally be resolved? We can think of a four point progression:

First, the question has to be raised in the proper venue, a perfect one being the company's proxy statement, which passed SEC muster. The fact that these binding proposals appear in the company's proxy statement proves that the SEC did NOT agree with the company's arguments to exclude them. This doesn't mean that the SEC has endorsed these proposals. It means the SEC judged that shareholders could NOT be denied the right to vote on these matters.

Second, you, the shareholders, must vote in favor in sufficient numbers so as to carry the minimum majority-vote requirements required by the AAG's bylaws.

Third, the board will then have an important choice to make--to honor your directions, or once again disregard them.

Fourth, the issue may have to go to court.

Please understand that we are not advocating the fourth condition. We sincerely hope this will not be necessary, and the board will carry out its solemn duty to abide by majority votes of its shareholders. However, we will support any shareholder who steps forward to ensure justice.

We have assisted the worker-shareholder proposalists, and otherwise labored to offer an exciting alternative to shareholders voting or withholding only incumbent nominees on the company's proxy card or voting instruction form. We have fielded six CHALLENGERS, and you now have a candidate list of ten nominees to select from--four who will win election this year to the AAG board.

If you read our proxy statement carefully, you will find instructions that permit you to vote for the CHALLENGERS using the company's proxy card. For a long time it has been asserted that shareholders have the right to "write in" SEC-qualified candidates on the company's proxy card. Finally, this day has arrived. To the best of our knowledge, this is the first time the SEC has ever permitted the writing-in of opposition candidates on a corporate proxy card.

You may also vote the Challengers' electronic or paper Proxy Card and Voting Instruction Card found at

We believe that all knowledgeable shareholders realize that the issues in this proxy contest may be historic. It has taken decades for a proxy contest this significant to materialize in terms of deciding critical governance issues balancing power, which will ultimately determine how corporations will be governed in this new millennium.

If AAG shareholders fail to take advantage, we feel a vital opportunity will simply pass under the wing. You will have bought the board's argument: That stockholders have no home, are prohibited from democratically check-and-balancing corporate power, and have waived all rights as owner/participants to oversee the investment of their capital.


The CHALLENGERS--Richard Foley, Steve Nieman, Dr. Bob Osborne, Terry Dayton, John Chevedden and Carl Olson