ALASKA AIR GROUP, INC.
2025 Annual Meeting
Vote by May 7, 2025
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
The Board of Directors (the Board) of Alaska Air Group, Inc. (Alaska Air Group, Air Group or the Company) is soliciting proxies for the 2025 Annual Meeting of Shareholders (the Annual Meeting). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.
DATE Thursday, May 8, 2025TIME 8:00 a.m. Pacific Daylight Time VIRTUAL MEETING ACCESS www.virtualshareholdermeeting.com/alk2025
MATTERS TO BE VOTED ON
1. Election of the 10 nominees named in this Proxy Statement to the Board of Directors, each for a one-year term;
2. Approval (on an advisory basis) of the compensation of the Company’s Named Executive Officers;
3. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants (the independent accountants) for fiscal year 2025;
4. Approval of amendments to the Company’s Amended and Restated Certificate of Incorporation (Certificate of Incorporation) to comply with foreign ownership limitations imposed by federal law on U.S. air carriers;
5. Approval of amendments to the Certificate of Incorporation to provide for exculpation of certain officers and remove obsolete provisions;
6. Approval of amendments to the Company's 2016 Performance Incentive Plan;
7. Approval of amendments to the Company's Employee Stock Purchase Plan;
8. A stockholder proposal to amend the Company’s clawback policy; and9. Other business as may properly come before the meeting or any postponement or adjournment thereof.
The Board has set Friday, March 14, 2025 as the record date for the Annual Meeting. This means that owners of Alaska Air Group common stock as of the close of business on that date are entitled to receive this notice, attend and vote during the Annual Meeting. There were 122,751,785 shares of Air Group common stock outstanding on the record date