Frequently Asked Questions - Board Seat Election
Each year, Sealaska shareholders are responsible for electing Sealaska board members. The vote of every shareholder is critical to the continued success of Sealaska, and it is important that shareholders make informed decisions about candidates and ballot resolutions. Read some commonly asked questions about the process.
Who can vote in a Sealaska board election?
Sealaska shareholders who own voting shares can vote. All Class A (Village), Class B (Urban), and Class C (At-Large) shares were issued as voting shares. As these shares get passed through gifting and inheritance, and the recipient has any degree of Alaska Native blood, the shares can be voted. Class D (Descendant) shareholders are also issued voting stock. However, Class D is life estate stock and ceases to exist upon the death of the shareholder, so it cannot be gifted or inherited. Class E (Elder) stock is the only class of non-voting stock that Sealaska issues, but to receive it, the shareholder must already have Class A, B or C stock. Sealaska does have a very small number of non-Alaska Native shareholders who have received their stock through inheritance or through a court order. This stock becomes non-voting stock. If their shares transfer back into the hands of an Alaska Native, the shares will become voting shares again.
How long does a director serve on the board until their seat is up for re-election?
Sealaska has 13 directors who serve three-year terms. Shareholders vote for four directors, four directors, then five directors, on a three-year cycle. Board endorsed nominees, independent nominees or write-in nominees can fill those open seats. The nominees with the highest number of votes become directors.
Why does Sealaska use a proxy system in its board elections?
Many Sealaska shareholders cannot attend the annual meeting in person, and so Sealaska uses a proxy system to represent shareholders. In order to hold a valid election, more than 50 percent of voting shares must be present at the annual meeting. Shareholders’ proxy represents the presence of their voting shares at an annual meeting, if they send their proxy via mail, online or fax. Votes will be cast as directed on the proxy. The use of proxies is not unique to Sealaska. It is a business practice used throughout the corporate world where a business is owned by shareholders.
How can I send my proxy to Sealaska to ensure my vote is counted?
All board nominees’ names and short biographies will be printed in Sealaska’s proxy and mailed to shareholders approximately 60 days before the annual meeting. The proxy will also be available online once shareholders log in to their MySealaska.com accounts. Shareholders can submit their votes in person at the annual meeting, or submit proxies online at MySealaska.com, by mail with the postage-paid envelope included in the proxy, by fax, or in person at Sealaska’s Juneau office. To cast shareholders’ votes by proxy, the proxy must be received before the deadline, which is usually 2 days before the annual meeting. Shareholders can cast votes “in person” at the annual meeting, after the proxy deadline.
How many votes do I have?
Sealaska’s board of directors are elected by a process called cumulative voting. Each voting shareholder has a certain number of votes he or she can distribute among eligible candidates. Shareholders can see how many votes they have on the top right corner of the proxy card they receive in the mail. Your number of votes is equal to your voting shares multiplied by the number of directors who will be elected. For example, if you have 100 Sealaska voting shares, and five board members will be elected, then you have 500 votes you can cast for no more than 5 board nominees.
What is the difference between discretionary, directed and quorum-only voting?
Shareholders will see three different ways to cast their votes on the proxy card:
- Discretionary voting – If you check this box, you will cast all your votes for the board-endorsed nominees. The proxyholders appointed by the Board will allocate them by selective cumulation at their discretion among the nominees endorsed by the Board of Directors to elect as many of the Board’s nominees as possible. A proxy that is signed but not marked will be voted for Board-endorsed nominees. You can withhold votes for one or more individual Board nominees by drawing a line through their name where it is printed on the proxy.
- Directed voting – If you check this box, you may cast a specific number of votes for one or more nominees listed on the proxy, either board or independent nominees, or for an individual whom you write in. The election bylaws require that directed votes go only to the nominee(s) you have indicated, even if those nominees later withdraw, and may not be redirected to another candidate.
- Quorum Only – If you check this box, your votes will be counted for the purpose of achieving quorum for the annual meeting ONLY. No director candidate will receive any of your votes. Quorum is reached when more than 50 percent of voting shares are cast.