UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 22, 2018
(Date of earliest event reported)
ALASKA AIR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-8957 | 91-1292054 | |
(Commission File Number) | (IRS Employer Identification No.) | |
19300 International Boulevard, Seattle, Washington | 98188 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(206) 392-5040
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
o Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2018, the Board of Directors of Alaska Air Group, Inc. (the “Company”) made the following appointment, effective immediately:
Raymond L. Conner, former Vice Chairman of The Boeing Company, was appointed to the Company’s and its subsidiaries’ boards of directors. Conner was also appointed to the Safety Committee of the Company’s Board of Directors. Conner will participate in the current director compensation arrangements applicable to non-employee directors. Under the terms of those arrangements, Conner received a prorated annual cash retainer of $20,040 for service on the Company’s board for the period until the Company’s next annual meeting of stockholders. In addition, under the Company’s 2016 Performance Incentive Plan, Conner received a grant of Alaska Air Group, Inc. common shares, determined by dividing the grant value ($30,060) by the closing price of the Company’s common stock on January 18, 2018.
In connection with Mr. Conner’s appointment, the number of seats on the Company’s and its subsidiaries’ boards of directors was increased by actions of each board from 10 to 11.
ITEM 7.01 Regulation FD Disclosure.
On January 22, 2018, the Company issued a press release announcing the appointment of Raymond L. Conner to the Company’s board of directors. The press release is furnished herein as Exhibit 99.1.
ITEM 9.01 Financial Statements and Other Exhibits
Press Release dated January 22, 2018 | ||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ALASKA AIR GROUP, INC.
Registrant
Date: January 22, 2018
/s/ Kyle B. Levine
Kyle B. Levine
Vice President Legal, General Counsel and Corporate Secretary
Jan. 22, 2018
Contact:
Media Relations
(206) 304-0008
newsroom@alaskaair.com
Retired Boeing Executive Ray Conner Brings 40 years of Global Experience
to Alaska Air Group Board
SEATTLE —Alaska Air Group, the parent company of Alaska Airlines, Virgin America and Horizon
Air, announced the appointment of Ray Conner, retired president and chief executive officer of
Boeing Commercial Airplanes and former vice chairman of The Boeing Company, to the company's
board of directors.
Conner brings over 40 years of global leadership experience to the Seattle-based airline’s board,
having served as Boeing’s most senior executive in the Pacific Northwest until his retirement in
2017. His appointment affirms Alaska Airlines’ commitment to its Pacific Northwest roots as well as
its focus on safety, growing a sustainable fleet and expanding its global reach with loyalty partners
that connect the West Coast to worldwide hubs. Conner will serve on the Board’s Safety Committee.
“Ray grew up next to Sea-Tac Airport and attended Highline High School. Over his long and
successful career, he has earned a reputation for doing the right thing, both for customers and for
employees. Many leaders aspire to this worthy goal, but Ray has actually done it,” said Brad Tilden,
chairman and chief executive officer of Alaska Air Group. “His counsel will be extremely valuable as
we improve and grow our company in the years ahead.”
Conner started working on the 727 line as a mechanic in 1977, helping to pay his way through
college. From there, he rose through the ranks initially becoming Boeing Commercial Airplane’s
sales director for Thailand followed by various other management positions including: vice president
of the Propulsion Systems Division, vice president and general manager of the 747 program, vice
president of Asia/Pacific Sales for Commercial Airplanes, vice president of Sales for the Americas
and vice president and general manager of Supply Chain Management.
Most recently, as president and chief executive officer of Boeing Commercial Airplanes, Conner was
responsible for delivering on a record backlog and overseeing the growth of its airplane programs
and services.
He holds a bachelor’s degree from Central Washington University and a master’s from the University
of Puget Sound. Conner also serves on the board of directors of the Boys and Girls Clubs of
Bellevue and Adient, a global supplier of seats to the automotive and aerospace industry.
Alaska Air Group has been recognized for its diversity, with women holding 40 percent of the seats
on its Board of Directors. Directors serve one-year terms and the company's bylaws require annual
elections of all board members.
Alaska Airlines, together with Virgin America and its regional partners, flies 40 million guests a year
to more than 115 destinations with an average of 1,200 daily flights across the United States and to
Mexico, Canada and Costa Rica. With Alaska and Alaska Global Partners, guests can earn and
redeem miles on flights to more than 900 destinations worldwide. Alaska Airlines ranked “Highest in
Customer Satisfaction Among Traditional Carriers in North America” in the J.D. Power North
America Satisfaction Study for 10 consecutive years from 2008 to 2017. Learn more about Alaska’s
award-winning service at newsroom.alaskaair.com and blog.alaskaair.com. Alaska Airlines, Virgin
America and Horizon Air are subsidiaries of Alaska Air Group (NYSE: ALK).
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