Alaska Air Group (ALK) Proxy filing summary

Executive summary

• Achieved record revenues of $14.2B in 2025, with a top-3 adjusted pretax margin of 2.8% and adjusted EPS of $2.44, despite a $600M macroeconomic impact.

• Completed the largest aircraft order in company history, with an orderbook of 245 aircraft, supporting growth through 2035 and expansion of the Boeing 787 fleet.

• Successfully integrated Hawaiian Holdings, achieving a Single Operating Certificate and launching a unified loyalty program, Atmos Rewards.

• Executed $570M in share repurchases in 2025, reducing diluted share count and progressing toward a $1B buyback authorization.

• Focus for 2026 is on leveraging 2025 investments, managing geopolitical and fuel price risks, and enhancing technology infrastructure.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 10 directors for one-year terms, advisory approval of executive compensation, and ratification of KPMG LLP as independent auditors for 2026.

• A shareholder proposal to permanently separate the Board Chair and CEO roles was excluded from the proxy after SEC review due to a materially false premise.

Board of directors and corporate governance

• Board consists of 10 nominees, 9 of whom are independent; all committees are composed of independent directors.

• Board leadership structure separates the roles of CEO and independent Board Chair since 2022.

• Directors are elected annually, with robust self-evaluations, term limits, and a retirement age policy.

• Shareholders holding 10% or more of stock can call special meetings; proxy access allows significant shareholders to nominate directors.

• Board oversees succession planning, cybersecurity, AI strategy, and sustainability progress.