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1-8957
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91-1292054
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(Commission File
Number)
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(IRS Employer Identification
No.)
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98188
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(Address of Principal Executive
Offices)
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(Zip
Code)
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Provide increased flexibility with
respect to the conduct of stockholders’ meetings, including permitting
stockholders’ meetings to be held by remote communication; decreasing the
minimum notice for stockholders’ meetings from 30 days to 10 days; vesting
the chairman of the meeting with the authority to establish procedures for
the conduct of the meeting; and clarifying the authority of the chairman
and the stockholders to adjourn a meeting of stockholders (Article
II, Sections
3, 4, 5, 6 and 8
of the Amended
Bylaws);
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Adjust the advance notice deadline
applicable to proposals or director nominations to be presented by a
stockholder at an annual or special meeting of stockholders from the date
that is 90 days in advance of the third Tuesday in May (for annual
meetings) or 10 days following public disclosure of the meeting date (for
special meetings) to a date that is not less than 90 days, and not more
than 120 days, prior to the first anniversary of the prior year’s meeting
(for annual meetings) or the date of the meeting (for special meetings);
and require additional information to be disclosed by a stockholder in any
such advance notice submitted by a stockholder (including information
concerning the stockholder’s interests in the proposal or in
derivative positions or other transactions involving the Company’s
securities that impacts the voting power or economic interest of the
stockholder with respect to such securities) (Article II, Section 9 of the Amended Bylaws);
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Provide increased flexibility with
respect to Board meetings and committees, including eliminating notice
requirements for regular meetings, shortening the requirements for notice
of special meetings, expanding the means of waiving notice of meetings and
establishing adjournment procedures for Board meetings (Article III,
Sections 4 and 5, and Article IV, Sections 1 and 2 of the Amended
Bylaws);
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Permit the Board to fix one record
date for stockholders entitled to notice of a meeting and a separate
record date for determining stockholders entitled to vote at the meeting
(Article VI, Section 3);
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Clarify that the right to
advancement of expenses requires an undertaking to repay advanced expenses
whether or not required by the DGCL; require repayment of advanced
expenses if the Company determines that the indemnitee is not entitled to
indemnification, subject to certain conditions; and extend the right to
advancement of expenses to directors or officers acting in other
capacities (Article VII, Section 2 of the Amended
Bylaws);
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Clarify that the right to
indemnification cannot be eliminated or impaired by amendments to
the Bylaws subsequent to the act or omission that is the subject of the
action for which indemnification is sought, consistent with the DGCL
(Article VII, Section 4 of the Amended Bylaws);
and
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Make other non-substantive and
conforming changes to clarify existing provisions and to conform to the
DGCL.
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Exhibit 3.2
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Amended and Restated Bylaws of Alaska Air Group,
Inc.
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/s/ Keith
Loveless
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Keith
Loveless
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Vice
President/Legal and Corporate Affairs, General Counsel and Corporate
Secretary
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/s/ Glenn S. Johnson
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Glenn
S. Johnson
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Executive
Vice President/Finance and Chief Financial
Officer
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