Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 4, 2017
(Date of earliest event reported)
ALASKA AIR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
| |
1-8957 | 91-1292054 |
(Commission File Number) | (IRS Employer Identification No.) |
|
| |
19300 International Boulevard, Seattle, Washington | 98188 |
(Address of Principal Executive Offices) | (Zip Code) |
(206) 392-5040
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
(a) Alaska Air Group, Inc.'s (the "Company") Annual Meeting of Stockholders was held on May 4, 2017.
(b) At the Annual Meeting, all 10 director nominees were elected for one-year terms expiring on the date of the Annual Meeting in 2018. The results of the voting in the election of directors were as follows:
Proposal 1. Election of nominees for the Board of Directors:
|
| | | | | | | | | | | |
Board Nominees | For |
| | Against |
| | Abstain |
| | Broker Non Votes |
|
Patricia M. Bedient | 95,595,298 |
| | 2,131,244 |
| | 64,695 |
| | 11,247,710 |
|
Marion C. Blakey | 97,443,703 |
| | 282,571 |
| | 64,963 |
| | 11,247,710 |
|
Phyllis J. Campbell | 95,413,393 |
| | 2,314,514 |
| | 63,330 |
| | 11,247,710 |
|
Dhiren R. Fonseca | 97,613,619 |
| | 108,678 |
| | 68,940 |
| | 11,247,710 |
|
Jessie J. Knight, Jr. | 95,484,809 |
| | 2,238,709 |
| | 67,719 |
| | 11,247,710 |
|
Dennis F. Madsen | 95,407,208 |
| | 2,032,410 |
| | 351,619 |
| | 11,247,710 |
|
Helvi K. Sandvik | 97,617,695 |
| | 105,899 |
| | 67,643 |
| | 11,247,710 |
|
J. Kenneth Thompson | 94,482,924 |
| | 2,953,992 |
| | 354,321 |
| | 11,247,710 |
|
Bradley D. Tilden | 95,443,654 |
| | 2,257,117 |
| | 90,466 |
| | 11,247,710 |
|
Eric K. Yeaman | 86,108,209 |
| | 11,608,647 |
| | 74,381 |
| | 11,247,710 |
|
The results of voting on Proposals 2 through 6 were as follows:
|
| | | | | | |
Proposal 2. | A board proposal seeking an advisory vote to approve the compensation of the Company’s Named Executive Officers: |
| | Number of Votes | | |
For | | | 95,443,804 |
| |
Against | | | 2,185,383 |
| |
Abstain | | | 162,050 |
| |
Broker Non-votes | | | 11,247,710 |
| |
|
| | | | | | |
Proposal 3. | A board proposal seeking the frequency of the advisory vote to approve the compensation of the Company’s Named Executive Officers: |
| | Number of Votes | | |
1 Year | | | 89,937,125 |
| |
2 Years | | | 175,082 |
| |
3 Years | | | 7,572,621 |
| |
Abstain | | | 106,409 |
| |
|
| | | | | | |
Proposal 4. | A board proposal seeking an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock: |
| | Number of Votes | | |
For | | | 104,806,421 |
| |
Against | | | 3,732,566 |
| |
Abstain | | | 499,960 |
| |
|
| | | | | | |
Proposal 5. | A board proposal seeking ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for fiscal year 2017: |
| | Number of Votes | | |
For | | | 107,653,727 |
| |
Against | | | 1,283,609 |
| |
Abstain | | | 101,611 |
| |
|
| | | | | | |
Proposal 6. | A shareholder proposal regarding changes to the Company’s proxy access bylaw: |
| | Number of Votes | | |
For | | | 22,658,482 |
| |
Against | | | 74,565,735 |
| |
Abstain | | | 567,020 |
| |
Broker Non-votes | | | 11,247,710 |
| |
(d) In light of the voting results on Proposal 3, the Board of Directors has decided that it will include an advisory vote on the compensation of the Company’s Named Executive Officers in the proxy materials for its future annual meetings of stockholders on an annual basis until the next required vote on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers, which will occur no later than the Company’s annual meeting of stockholders in 2023.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ALASKA AIR GROUP, INC.
Registrant
Date: May 10, 2017
/s/ Kyle B. Levine
Kyle B. Levine
Vice President Legal and General Counsel