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