SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant |_| Filed by a Party other than the Registrant |X| Check
the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy
Statement |_| Definitive Additional Materials |X| Soliciting Material Pursuant
to ss. 240.14a-12
THE ALASKA AIR GROUP, Inc. ("AAG") (Name of Registrant as Specified In Its
Charter)
Steve Nieman, Richard D. Foley and Robert C. Osborne MD (Name of Persons Filing
Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): |X| No fee required |_| Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2)
Form, Schedule or Registration Statement No.:
EAHSOP's CABLES--Special Shareholders Edition
Management Seem Hesitant to Express, But We Employee/Shareholders Gladly Say:
"Thank God for Shareholders--We Love You All!"
Newsletter of Ownership Sharing of Alaska/Horizon Airlines by Employees and
Customers
May 19, 2003 Vol. 6 No. 1 (website <http://www.eahsop.org/>)
Published by HACECA, Inc. for EAHSOP and CSOPAH
Link to the web site of the threesome (Richard D. Foley, Dr. Robert C. Osborne
and myself) challenging the AAG Board's three nominees--www.votepal.com. || Link
to a dedicated bulletin board to the contest that eRaider.com provided--many
thanks, Deborah Pastor and Aaron Brown. || Link to Dow Jones Business News May
15, 2003 Article by Lynn Cowan & Phyllis Plitch (no longer available but posted
on eRaider) and Deal.Com Article by Lou Whiteman (May 15, 2003) covering the AAG
Proxy Contest.
One day to the annual shareholders meeting, and I've just finally found time to
post an emailing to the faithful HACECA list. Please understand that everything
I write here is my personal opinion (I'll remind you occasionally.)
Additionally, I had a computer crash and lost some addresses. If you would like
to be added (or removed), email haceca@attbi.com.
This year's proxy contest has been very enlightening, understated mightily. I
doubt the AAG will ever be the same. Too bad few employees are privy to the
happenings. Fortunately, since life lasts a long time, we'll have ample
opportunities after the shareholders meeting to write and speak about what
happened. My thumbnail sketch on events: three culprits are to blame over this
past seven months that prevented you from learning more about this challenging
process to gain board seats on the AAG: 1) the Company, in electing not to cover
in their broad media the fact that for the first time in AS/QX history a
contested slate of challengers was organized and ran against the board's
incumbent slate. The employees needed lots of catch-up education on events; they
didn't get it. An uninformed electorate=bad democracy; 2) the speech rules
enforced by the U.S. Securities and Exchange Committee, which chills free speech
for participants in all proxy contests, including this one, in my opinion; 3)
the Challengers--we made mistakes, underestimations. Next year, begins on May
21, 2003.
To illustrate how difficult it is to speak out during a proxy contest, I am
required to file with the SEC's EDGAR software this HACECA posting (and any
written communication anywhere including emails and comments made on Internet
bulletin boards since May 2nd when we filed our Definitive Proxy Statement) on
the same day it is made available to the public. Additionally, the Company and
the SEC can require changes of what we write (which they did BIG time),
including what I am writing now. These changes appear as "DFAN14A"s on the SEC's
web site (click here to view). This is censorship, an infringement of First
Amendment free speech rights, in my opinion. If people are restricted from
openly speaking their minds, how can we possibly solve the complex problems
facing humankind? Especially when it comes to that top divorce category--money?
TALKING ABOUT TAKING THE LONG TERM VIEW
What we've done this year has barely scratched the surface. We will have to
involve more people and more money to continue building momentum. In this
contest, we never got to substance. All of our efforts was directed at the
difficult process of getting into the proxy statement, our candidate names on a
"legal" proxy card and ensuring the election was fair by being declared
contested by the New York Stock Exchange (we failed on most counts).
One undeniable fact: How we got here?--by partnering with customers and
shareholders: Three candidates in the Company's Proxy Statement and six
shareholder proposals to be voted upon, all sponsored by Horizon
employee/shareholders (we approached numerous Alaska employees who all declined
involvement). We have been working closely with AS/QX customers and shareholders
for almost three years now. We even formed the first labor/stakeholder
organization called OUR Union (Ownership Union) in the summer of 2001 to serve
as the umbrella organization. OUR is an accredited, licensed, and registered
union with the U.S. Dept. of Labor.
When we got serious last October about doing a proxy contest for 2003, we sat
down with representatives from the tripartite and fleshed out our strategy. As
labor, we didn't promote STRIKE! or SLOWDOWN! in order to bring about what we
wanted. Because those destructive tactics only hurt our partners: our customers,
who pay their hard-earned income to come fly with us on their business trips and
vacations; and our stockholders, who wish to see constructive building of
company equity so that their stock prices will appreciate, and hopefully some
day the payout of dividends to them.
WHY THIS CONTEST IS RATHER UNIQUE
The first thing we did was check the $500-or-less-box on the SEC paperwork in
regards to how much we planned to spend on this contested election. We wanted to
discover if shareholders with modest means could hold corporate America
accountable to the people.
The second thing we did was refuse to pay the New York Stock Exchange's poll tax
via ADP and EquiServe in order for corporate stock votes to be legally
"counted." How stock is voted is an unjust, convoluted labyrinth, that ensures
unvoted shares are voted for management nominees (the broker vote). We took the
position that anyone could vote our proxy card, which we would gladly supply
electronically to the Company, Putnam, ADP and the independent Inspector of
Elections for our contest--this year Carl T. Hagberg. By the way, Mr. Hagberg
is a very interesting gentleman, and much aware of the difficulty challengers
face to get their proxies properly voted in a contested election. Say hello to
him at the meeting. He's got a tough job.
WHAT TO WATCH FOR AT THE SHAREHOLDERS MEETING THIS YEAR
How will votes for the eight shareholder proposals tally (one Company, one from
an outside shareholder, Mr. John Chevedden, and the five employee proposals
sponsored (besides myself) by QX/PDX pilots Will Richner, Anson Robinson,
recently retired pilot John Furqureon, QX/PDX mechanic Bill Davidge and QX/GEG
ramper Terry Dayton).
The other very interesting development will be how board director nominee Bruce
R. Kennedy (retired Alaska CEO) will do. Mr. Kennedy has served as a director
since 1972. Last Friday, the Institutional Shareholder Services (ISS)
recommended that shareholders "withhold" voting for him. The ISS considers Mr.
Kennedy an "affiliated-outsider," who chairs an important AAG
committee--governance and nominating.
Remember that 82 percent of ALK stock is owned by institutionals, large pension
fund investment companies. Their "trade group" is the ISS. About ten days ago,
they interviewed both sides of this proxy contest and late last week published
their 22-page recommendations.
If the institutionals truly withhold their 82 percent of the stock vote for Mr.
Kennedy, that would leave the other 18 percent of the stock deciding that board
seat. Of that 18 percent, employees (including retirees) perhaps own as much as
half--9 percent. So the employee vote, the bulk of it coming from our 401(k)
plan trustee Putnam, may decide whether an outside challenger wins that seat.
Stock voting not important?
HUMANS WILL RESPOND TO POSITIVE AND CONSTRUCTIVE MOTIVATION
If those in power truly subscribe to servant leadership, they will provide
avenues for proper right-actions by all constituents. Humans will naturally move
in those healthy directions. But if there are negative incentives, such as
highly compensating employees, say, without correlation to individual and
corporate performance; or blocking access to a legitimate, participating-share
of power, our companies will atrophy and ultimately fail.
In order for corporations to serve the common good of all mankind as they were
originally created, we must strive to develop mutually-beneficial/balanced
relationships between all stakeholders. If any leg of the tripartite is
muscled-up at the expense of the other two, the stool will topple. Instead of
all benefiting, we all suffer.
The other fact of corporations and investment in general: If you truly want to
protect your money and ensure that it multiplies, you have to become and stay
active in the corporation that you invest your money in. For employees that's
easy--just constantly monitor every day the corporation that you whistle at
while you work.
Getting a reliable return on the investment of capital is not like pulling
teeth. It just takes solid human fundamentals--comparing, testing hypotheses,
generating consensus, openly communicating and moving forward together.
Finally, if you care about fair corporate elections in future years, please
allocate time to comment on the SEC's planned (click on this link to read their
May 1, 2003 press release) overview of how to change the proxy rules,
regulations and their interpretations regarding better procedures for the
election of corporate directors. Deadline for comments is June 13, 2003.
Hope to visit with you at the shareholders meeting in SEA this Tuesday--Steve
Nieman, AAG shareholder; Horizon Employee; QX OUR Unioner; President HACECA,
Inc. and proud employee candidate for the AAG Board.
Note: Steve Nieman, Richard D. Foley, and Robert C. Osborne M.D. are soliciting
proxies for Alaska Air Group's, Inc. May 20, 2003 Annual Meeting. We strongly
advise all shareholders to read the proxy statements. Our proxy statement is
available at our web site <www.votepal.com>. Feel free to download and print
copies of any materials located there. For any further information, please email
<info@votepal.com> or write us at Box 602, Brush Prairie, WA 98606; fax (360)
666-6483; phone 1-866-2VOTEUS (1-866-286-8387).