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EX-10.1 - ALASKA AIR GROUP, INC. 2008 PERFORMANCE INCENTIVE PLAN, AS AMENDED - ALASKA AIR GROUP, INC.alkex101.htm
 

 
 
 
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 17, 2011
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(e)    Compensatory Arrangements of Certain Officers.
 
The Board of Directors of Alaska Air Group, Inc. (the “Company”) previously approved, subject to stockholder approval, amendments to the Company's 2008 Performance Incentive Plan (the “2008 Plan”) that would (1) increase the number of shares of the Company's common stock that may be delivered pursuant to awards granted under the 2008 Plan by an additional 1,900,000 shares, and (2) extend the Company's authority to grant awards under the 2008 Plan intended to qualify as “performance-based awards” within the meaning of Section 162(m) of the U.S. Internal Revenue Code through the 2016 annual meeting of stockholders. According to the results from the Company's Annual Meeting of Stockholders held on May 17, 2011 (the “Annual Meeting”), the Company's stockholders approved these amendments to the 2008 Plan. The foregoing description of the amendments is qualified in its entirety by reference to the text of the amended version of the 2008 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
 
 
ITEM 5.07.  Submission of Matters to a Vote of Security Holders
 
(a)    The Company's Annual Meeting of Stockholders was held on May 17, 2011.  
 
(b)    At the Annual Meeting, all nine directors were elected for one-year terms expiring on the date of the Annual Meeting in 2012.  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
 
William S. Ayer
30,079,282
 
 
570,587
 
 
20,650
 
 
2,484,320
 
Patricia M. Bedient
30,589,688
 
 
58,394
 
 
22,437
 
 
2,484,320
 
Marion C. Blakey
30,589,197
 
 
59,117
 
 
22,205
 
 
2,484,320
 
Phyllis J. Campbell
29,768,965
 
 
873,267
 
 
28,287
 
 
2,484,320
 
Jessie J. Knight, Jr.
30,593,704
 
 
54,572
 
 
22,243
 
 
2,484,320
 
R. Marc Langland
30,302,618
 
 
346,332
 
 
21,569
 
 
2,484,320
 
Dennis F. Madsen
29,774,948
 
 
872,382
 
 
23,189
 
 
2,484,320
 
Byron I. Mallott
30,302,562
 
 
345,199
 
 
22,758
 
 
2,484,320
 
J. Kenneth Thompson
29,358,942
 
 
1,289,360
 
 
22,217
 
 
2,484,320
 
Bradley D. Tilden
30,334,208
 
 
314,304
 
 
22,007
 
 
2,484,320
 
 
The results of voting on Proposals 2 through 6 were as follows:
 
Proposal 2.
A board proposal seeking ratification of the appointment of KPMG LLP as the Company's independent auditor for fiscal year 2011:
 
 
 
 
 
Number of Votes
 
 
For
 
 
33,050,795
 
 
Against
 
 
58,522
 
 
Abstain
 
 
45,522
 
 
 
 
 
 
 
 

 

 

Proposal 3.
A board proposal seeking an advisory vote on the compensation of the Company's Named Executive Officers:
 
 
 
 
 
 
 
 
Number of Votes
 
 
For
 
 
28,930,417
 
 
Against
 
 
1,713,150
 
 
Abstain
 
 
26,952
 
 
Broker Non-votes
 
 
2,484,320
 
 
 
 
Proposal 4.
A board proposal seeking an advisory vote on the frequency of future advisory votes on the compensation of the Company's Named Executive Officers:
 
 
 
Number of Votes
 
 
One year
 
 
27,204,829
 
 
Two years
 
 
41,862
 
 
Three years
 
 
3,395,439
 
 
Abstain
 
 
28,389
 
 
Broker Non-votes
 
 
2,484,320
 
 
 
 
Proposal 5.
A board proposal seeking an advisory vote on stockholders' right to act by written consent:
 
 
 
Number of Votes
 
 
For
 
 
11,607,910
 
 
Against
 
 
19,023,886
 
 
Abstain
 
 
38,723
 
 
Broker Non-votes
 
 
2,484,320
 
 
 
    
Proposal 6.
   A board proposal seeking approval of amendments to the 2008 Performance Incentive Plan:
 
 
 
 
 
 
 
 
Number of Votes
 
 
For
 
 
26,270,288
 
 
Against
 
 
4,364,133
 
 
Abstain
 
 
36,098
 
 
Broker Non-votes
 
 
2,484,320
 
 
 
(d)    In light of the voting results on Proposal 4, 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 2017.
    
 

 

 

ITEM 9.01. Financial Statements and Exhibits
Exhibit 10.1        Alaska Air Group, Inc. 2008 Performance Incentive Plan, as amended.
 
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 20, 2011
    
/s/ Keith Loveless                                                                                
Keith Loveless
Vice President/Legal & Corporate Affairs, General Counsel and Corporate Secretary