Annual Stockholders Meeting scheduled for Tuesday, May 17, 2011 at 2 PM at the Seattle Museum of Flight. Alaska Air management has published the company's Definitive Proxy Statement (click on the link).
On Jan. 20, 2011, the US SEC granted a no-action letter to Alaska Air management to exclude the shareholder resolution "Executives to Retain Significant Stock" from a vote at this year's annual meeting. The proposal was sponsored by long time Alaska Air shareholder Mr. John Chevedden. Nonetheless, perhaps some ALK stockholders might be interested to read what they won't be voting on at the 2011 meeting...
Rule 14a-8 Proposal, submitted to Alaska Air November 11, 2010]
3 – Executives To Retain Significant Stock
RESOLVED, Shareholders urge that our executive pay committee adopt a policy requiring that senior executives retain a significant percentage of stock acquired through equity pay programs until two years following the termination of their employment (through retirement or otherwise), and to report to shareholders regarding the policy before our 2012 annual meeting of shareholders.
This comprises all practicable steps to adopt this proposal including encouragement and negotiation with senior executives to request that they relinquish, for the common good of all shareholders, preexisting executive pay rights, if any, to the fullest extent possible. As a minimum this proposal asks for a retention policy going forward.
Shareholders recommend that our executive pay committee adopt a percentage of at least 75% of net after-tax stock. The policy shall apply to future grants and awards of equity pay and should address the permissibility of transactions such as hedging transactions which are not sales but reduce the risk of loss to executives.
I believe there is a link between shareholder value and executive wealth that relates to direct stock ownership by executives. According to an analysis by Watson Wyatt Worldwide, companies whose CFOs held more shares showed higher stock returns and better operating performance (Alix Stuart, “Skin in the Game,” CFO Magazine (March 1, 2008).
Requiring senior executives to hold a significant portion of stock obtained
through executive pay plans after the termination of employment would focus
executives on our company’s long-term success and would better align
their interests with those of shareholders. In the context of the current financial
crisis, I believe it is imperative that companies reshape their executive pay
policies and practices to discourage excessive risk-taking and promote long-term,
sustainable value creation.
The merit of this Executives To Retain Significant Stock proposal should also be considered in the context of the need for additional improvement in our company’s 2010 reported corporate governance status:
Our Board failed to adopt a shareholder proposal which won majority vote at our 2008 annual meeting: Cumulative Voting (51%-support). We now have no shareholder right to cumulative voting or to act by written consent.
We gave 63%-support to a 2010 shareholder proposal for written consent. This 63%-support even translated into 52% of all shares outstanding. This was in spite of the fact that our management gave the proposal two conflicting numbers in our proxy materials.
Two directors (Marc Langland and Byron Mallott) had 18- to 27-years long tenure (independence concern) and represented 50% of our key nomination committee including the chairmanship. This raised concerns about board independence, director recruitment and succession planning.
Our board was the only the significant directorship for five of our directors.
This could indicate a significant lack of current transferable director experience
for half of our directors: Byron Mallott, Jessie Knight, Mark Hamilton, Patricia
Bedient and Marc Langland.
Please encourage our board to respond positively to this proposal to help turnaround the above type practices. Executives To Retain Significant Stock – Yes on 3.
(On temporary hiatus in 2010 from running opposing solicitation proxy contests: But Life goes on... and other actions are being sought to ensure Alaska Air stakeholders continue to work together for the mutual benefit of all.)
Gregory the Great pointed out that "love itself is knowing" (amor ipse notitia est) and later William of St. Thierry varied this saying slightly and deepening the thought appreciably, by writing that "love itself is understanding" (amor ipse intellectus est). Love alone allows us to know another. Only love permits us truly to understand the other as a unique person, yet acknowledge that we're all One in our common humanity. [A novelist's more modern insight: "It is only with the heart that one can see rightly; what is essential is invisible to the eye." -- Antoine de Saint-Exupery, French flyer, philosopher and writer]