April 17, 2006
Mr. Carl C. Danberg
Attorney General
Delaware Dept. of Justice
820 N. French St., 6th Floor
Wilmington, DE 19801
Re: Obstructions to corporate proxy voting
From: Stephen Nieman and Richard D. Foley, candidates in contested elections
at the Alaska Air Group, Inc. ("AAG") for 2003, 2004, 2005 and 2006
Via email to attorney.general@state.de.us and express mail
Dear Mr. Danberg:
We would like to call your immediate attention to an obstruction to corporate
proxy voting that appears to be ongoing not just by the AAG, but by all public
corporations chartered not just in the State of Delaware, but all states in
the Union.
We believe corporations are partaking in a materially false
voting procedure for beneficial stockholders (including millions of stockholders
who hold shares in 401(k) trusts) in order for stockholders to exercise their
right to obtain a legal form of proxy to vote their shares or assign someone
to vote for them. They
are doing this by contracting their proxy voting administration to Automatic
Data Processing, Inc. ("ADP")
We have written a letter to Richard J. Daly, who is the
Group Co-President of ADP protesting ADP's current procedures for stockholders
attempting to procure a legal form of proxy. Please click on: http://www.votepal.com/2006Contest/060315dalyltr.html/.
Currently, the only "official" way for a beneficial holder to obtain
a legal form of proxy is to check a box on a mailed ADP voting instruction
form ("VIF") or click a box on www.proxyvote.com that says "I
plan to attend the meeting". Then after a period of time that may
take as long as several weeks, ADP mails a legal form of proxy to the stockholder.
If you would like to read how convoluted this all is in a contest proxy solicitation,
we direct you to our March 20, 2006 Preliminary Proxy Statement filed with
the U.S. SEC:
http://www.sec.gov/Archives/edgar/data/766421/000121715006000001/nemo14a1prelim060320.htm
We have established that a stockholder can very simply
give another stockholder his proxy by disclosing his electronic PIN and VC#
to another stockholder. Mr.
Foley and I demonstrated this last Friday, April 14.
My wife Donelle Nieman, my son Tyler Nieman, my daughter-in-law Tricia Nieman
and myself electronically voted on ADP's www.proxyvote.com stock that Mr. Foley
owns in the following companies respectively: Janus Corporation, Norfolk Southern
Corporation, Union Pacific Corporation and Newmont Mining Corporation.
We exercised Richard's verbal right to name us as his proxies
and voted his stock in a matter of minutes –– and with no paperwork required. The
electronic proxy voting system is already set up to handle stockholders giving
other people their proxies to vote what they own. Why aren't stockholders
made aware and empowered to use it?
And more to the point in the corporate election this year
at the AAG: Since
stockholders can already transfer their proxies to whomever they designate
electronically, why have AAG stockholders NOT been provided the notice of where
and how they can transfer that proxy electronically to vote for the AAG CHALLENGERS? After
all, what is the cost to the AAG to add the www.votepal.com link in the AAG's
proxy statement and/or on its websites? The fact that this is not being
disclosed, appears to us to be more "gaming the system" with AAG
management giving no regard for truthfully communicating with their shareholders.
What corporations, the New York Stock Exchange and ADP are saying and publicizing
about how to vote and obtain legal forms of proxy is just flat wrong.
We pray for relief so that corporate proxy voting can become more timely,
democratic and less-costly to stockholders.
Signed for myself and Mr. Foley,
/s
Steve Nieman
15204 NE 181st Loop
Brush Prairie, WA 98606
stevenieman@mac.com || home (360) 687-3187 || fax: (360) 666-6483
Mr. Richard D. Foley
Chairman, The Ownership Union®
6040 N. Camino ArturoTucson AZ 85718
rerailer@earthlink.net || home (520) 742-5168
email cc:
Mr. Carl T. Hagberg, AAG Inspector of Elections
Mr. Richard J. Daly, ADP
U.S. SEC, Division of Corporation Finance
AAG