ALASKA AIR GROUP, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements with Certain Officers.
The Board ofDirectors of Alaska Air Group, Inc. (the "Company") previously approved amendments to theAlaska Air Group, Inc. 2016 Performance Incentive Plan (the "2016 Plan"), subject to approval by the Company's stockholders, to (1) increase the maximum number of shares of the Company's common stock that may be issued pursuant to awards under the 2016 Plan by an additional 2,700,000 shares, (2) extend the term in which the Company may grant new awards under the 2016 Plan throughMarch 17, 2031 , (3) modify the 2016 Plan's share-counting rules so that shares subject to all types of awards under the plan will count on a one-for-one basis against the plan's share limit, and (4) in light of recent changes in tax law, remove certain provisions of the 2016 Plan that had provided flexibility for the Company to grant awards intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code. At the Company's annual meeting of stockholders held onMay 6, 2021 , the Company's stockholders approved these amendments. The preceding summary is qualified in its entirety by reference to the text of the amended and restated 2016 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)
(b) At the Annual Meeting, all 13 director nominees were elected for one-year terms expiring on the date of the Annual Meeting in 2022. 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 84,328,499 2,898,749 112,824 16,376,747
James A. Beer 86,496,197 709,571 134,304 16,376,747
Raymond L. Conner 85,984,378 1,220,654 135,040 16,376,747
Daniel K. Elwell 86,805,465 399,817 134,790 16,376,747
Dhiren R. Fonseca 86,675,922 529,672 134,478 16,376,747
Kathleen T. Hogan 86,320,628 906,513 112,931 16,376,747
16,376,747
Susan J. Li 86,688,277 542,759 109,036 16,376,747
Benito Minicucci 86,787,025 434,352 118,695 16,376,747
Helvi K. Sandvik 86,408,143 804,518 127,411 16,376,747
16,376,747
Bradley D. Tilden 85,183,502 1,199,211 957,359 16,376,747
Eric K. Yeaman 86,433,997 764,553 141,522 16,376,747
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 81,420,479
Against 5,678,592
Abstain 241,001
Broker Non-votes 16,376,747
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Proposal 3. A board proposal seeking ratification of the appointment ofKPMG LLP as the Company's independent registered public accountants for fiscal year 2021: Number of Votes For 102,751,199 Against 796,132 Abstain 169,488 Broker Non-votes N/A
Proposal 4. A board proposal seeking the amendment and restatement of the Company's 2016 Performance Incentive Plan:
Number of Votes
For 83,614,853
Against 3,547,581
Abstain 177,538
Broker Non-votes 16,376,747
ITEM 9.01 Financial Statements and Other Exhibits
(d) Exhibits.
Exhibit 10.1 Alaska Air Group, Inc. 2016 Performance Incentive Plan
104 Cover Page Interactive Data File - embedded within the Inline XBRL Document
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