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Resolution #3

To amend bylaws to limit voting reports to corporate proxy holders, and to require the final election report to include directed and discretionary votes for each candidate.

Video from the Resolution Author


Sealaska's Response


View the 2021 Proxy Statement language regarding resolution #3.

The intent of the resolution is to amend current Sealaska Bylaws (Section 3.3.7.6, Article III, Board of Directors). The bylaws would be amended as follows (current language to be removed is shown with strikethrough and new language in bold):

“The Inspectors shall provide to any nominee appearing on the corporate proxy and who requests it, and to the Secretary or designee, a periodic tabulation of total directed proxy votes received to date as well as and when instructed by the Secretary, showing the total number of votes toward the quorum only, discretionary, and the number of directed proxy votes for that nominee. When instructed by the Secretary or designee of the Corporation, the Inspector shall provide the total consolidated vote count received to date for each category of votes that includes directed, discretionary, and quorum only from the corporate proxies only. Upon request, the Inspectors shall provide periodic reports to the designated representative of a shareholder group sponsoring a resolution of the number of votes for, against, and withheld on the resolution. The Secretary, Chair of the Board, Vice Chair of the Board, Chair of the Shareholder Relations Committee, or General Counsel may instruct the Inspectors to provide to them all tabulated information from the corporate proxies only, and shall hold this information in strict confidence. After the voting deadline has passed, the proxyholders may instruct the Inspector to provide to them from the corporate proxies only, the tabulated number of quorum-only, discretionary, and directed votes for each candidate on the Board Slate. The proxyholders shall not be entitled to the number of votes cast for candidates not appearing on the Board Slate. A proxyholder or other designated representative of a group sponsoring a separate, independent proxy may request and periodically receive from the Inspectors all tabulated information from the separate proxy only. At the Meeting, the Inspectors shall report the following information:
  1. The total number of shareholders voting at the meeting, in person or by proxy;
  2. The total number of shares represented;
  3. The number of proxies that are found by the Inspectors to be invalid, or to have been superseded by a later proxy, and the number of votes represented by such proxies;
  4. The number of Quorum Only or withheld votes;
  5. The number of Directed votes cast;
  6. Total number of Discretionary votes designated to each candidate by the proxyholders;
5)7) In elections in which a separate, independent proxy is present, the number of write-in directed votes on each proxy in favor of nominees appearing on the other proxy.

The Inspectors shall not disclose, nor shall any other person be required to disclose, to any person other than those designated by the proxyholder, the allocation of directed and discretionary votes for any nominee, whether on the corporation’s proxy or on a separate proxy sponsored by an independent nominee, except in the event of a proceeding before a court or administrative agency of the State of Alaska in which such information is relevant to the proceeding.”

PROS
  • Transparency of election results.
  • Shareholders would gain a better understanding of the election process and discretionary allocation.
  • Helps independent candidates with strategy.
  • Potentially increase the number of independent candidates that get elected.
CONS
  • The bylaws encourage a “team-based” approach, where the endorsed nominees work as a team and support each other.
  • Makes some nominees look weak if they did not seek directed votes, and instead sought discretionary votes in support of the team.
  • Turnover on the Board of Directors has already occurred with existing election practices.
  • There is no evidence that the desired amendment would promote fairness or a better election process.