March 23, 2018
To our Stockholders: On behalf of the Board of Directors, we invite you to attend Alaska Air Group’s 2018 Annual Meeting of Stockholders, which will be held on Thursday, May 3, 2018, beginning at 1:30 p.m. Pacific Daylight Time. This year’s annual meeting will once again be a completely virtual meeting, which will be conducted via live webcast. You can attend via the Internet at www.proxyvote.com, where you will be able to vote and submit questions electronically prior to and during the meeting. You will also be able to dial-in via telephone to ask questions during the meeting. Specific instructions for accessing the meeting are provided in the notice, proxy card or voting instruction form you received.
In addition to the EDGAR version of the 2018 Proxy Statement, we have produced an interactive proxy statement that is organized to make our governance provisions, executive compensation disclosures, proposals, and other key information easy to find and evaluate. The interactive proxy statement can be accessed at www.alaskaair.com under About Alaska/Investor Relations.
This past year, we furthered our commitment to carrying out our duties as directors by adopting certain guiding principles that reflect our expectations for our own performance, including a focus on diversity and excellent governance. We believe these principles, which are culturally aligned with the values embodied by the employees and management of Alaska Air Group and its subsidiaries, not only contribute to our success as a Board, but also help us to ensure the continued success of the company, its employees, guests, communities and investors, such as yourself. These principles and values provide a foundation that enables us to reach our goal of being a great company and drives our purpose of Creating an Airline People Love.
We hope you will join us on May 3 as we discuss Alaska Air Group’s 2017 financial and operational performance and vote on issues of importance to our company and to you. Whether or not you choose to participate on meeting day, your vote is important, and we encourage you to cast your ballot in one of the ways outlined in this Proxy Statement.
|Patricia M. Bedient
Lead Independent Director
|Bradley D. Tilden
Chairman and Chief Executive Officer
Notice of 2018 Annual Meeting of Stockholders and Proxy Statement
The Board of Directors of Alaska Air Group, Inc. (Air Group or the Company) is soliciting proxies for the 2018 Annual Meeting of Stockholders. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.
|DATE:||Thursday, May 3, 2018|
|TIME:||1:30 p.m. Pacific Daylight Time|
|VIRTUAL MEETING ACCESS:||www.proxyvote.com|
|MATTERS TO BE VOTED ON:||1.||to elect to the Board of Directors the 11 nominees named in this Proxy Statement, each for a one-year term;|
|2.||to seek an advisory vote to approve the compensation of the Company’s Named Executive Officers;|
|3.||to ratify the appointment of KPMG LLP as the Company’s independent registered public accountants (the independent accountants) for fiscal year 2018;|
|4.||to consider a stockholder proposal regarding changes to the Company’s proxy access bylaw; and|
|5.||to transact such other business as may properly come before the meeting or any postponement or adjournment thereof.|
The Board of Directors set Friday, March 9, 2018 as the record date for the Annual Meeting. This means that owners of Alaska Air Group common stock as of the close of business on that date are entitled to receive this notice, attend and vote during the virtual meeting. There were 123,394,461 shares of Air Group common stock outstanding on the record date.
Internet Availability of Proxy Materials. On or about March 23, 2018, stockholders of record, beneficial owners and employee participants in the Company’s 401(k) plans were mailed a Notice of Internet Availability of Proxy Materials (the Notice) directing them to a website where they can access the Company’s 2018 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2017 (the Annual Meeting Materials). The Company’s 2017 Form 10-K was filed with the Securities and Exchange Commission (SEC) on February 15, 2018. If you prefer to receive a paper copy of the proxy materials, please follow the instructions on the notice and the material will be mailed to you.
Attending the Annual Meeting. We will host the 2018 Annual Meeting live via the Internet and telephone only. Any stockholder can listen to and participate in the Annual Meeting. Whether or not you attend the meeting, we encourage you to vote by Internet or phone or to complete, sign and mail your voting instruction form or proxy prior to the meeting.
Submit Your Questions. We invite you to submit any questions of general stockholder interest you may have to the Assistant Corporate Secretary via email at email@example.com, or via the Shareholder Forum at www.proxyvote.com. We will include as many of your questions as possible during the Q&A session of the meeting and will send you a copy of the response.