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 8, 2018
(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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

o  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





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 3, 2018.

(b)
At the Annual Meeting, all 11 director nominees were elected for one-year terms expiring on the date of the Annual Meeting in 2019.  The results of the voting with respect to 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
93,059,173
 
1,264,420
 
109,926
 
16,803,431

James A. Beer
94,134,685
 
202,948
 
95,886
 
16,803,431

Marion C. Blakey
94,132,514
 
219,253
 
81,752
 
16,803,431

Phyllis J. Campbell
92,927,452
 
1,394,121
 
111,946
 
16,803,431

Raymond L. Conner
94,129,638
 
208,760
 
95,121
 
16,803,431

Dhiren R. Fonseca
94,105,217
 
223,495
 
104,807
 
16,803,431

Susan J. Li
94,090,937
 
244,321
 
98,261
 
16,803,431

Helvi K. Sandvik
94,114,886
 
228,024
 
90,609
 
16,803,431

J. Kenneth Thompson
92,406,606
 
1,911,427
 
115,486
 
16,803,431

Bradley D. Tilden
93,398,323
 
943,659
 
91,537
 
16,803,431

Eric K. Yeaman
83,402,716
 
10,909,491
 
121,312
 
16,803,431


The results of voting on Proposals 2 through 4 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
92,431,145
Against
1,805,920
Abstain
196,454
Broker Non-votes
16,803,431

Proposal 3.  A board proposal seeking ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for fiscal year 2018:
 
Number of Votes
For
109,523,580
Against
1,359,873
Abstain
353,497

Proposal 4.  A shareholder proposal regarding changes to the Company’s proxy access bylaw:
 
Number of Votes
For
28,307,117
Against
65,604,567
Abstain
521,835
Broker Non-votes
16,803,431





ITEM 8.01 Other Events.

On May 4, 2018, the Company’s Board of Directors made the following appointments, effective immediately:

Ms. Susan J. Li was appointed to the Audit Committee of the Company’s Board of Directors.
Ms. Marion C. Blakey was appointed as chair of, and Mr. Raymond L. Conner was appointed to serve on, the Compensation and Leadership Development Committee of the Company’s Board of Directors.      

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 8, 2018

/s/ Kyle B. Levine    
Kyle B. Levine
Vice President Legal, General Counsel and Corporate Secretary