Board of Directors' Statement
The Sealaska Board of Directors affirms each shareholder’s right to submit resolutions and supports open, informed shareholder engagement. After careful review, the Board recommends a No vote on this resolution.
The Board of Directors believes this resolution would unnecessarily restrict shareholder rights and reduce flexibility in how votes are cast. By limiting the allocation of discretionary votes based solely on a board endorsed nominees’ tenure, the proposal would impose a constraint that is unrelated to shareholder intent, candidate qualifications, or Board performance.
While the proponent states the proposal is a practical solution, the implementation of this amendment would be neither functional nor effective for shareholders and the Corporation. As Directors term out of eligibility for discretionary votes, the complexity of implementation would increase. Voting results would be skewed by tenure rather than shareholder intent.
Discretionary voting is a statutorily authorized mechanism embedded in the Alaska statutes that a meaningful portion of shareholders intentionally use, approximately 23% of shareholders. This resolution would limit how those shareholders’ votes may be allocated, effectively narrowing their ability to participate in elections using their preferred method. The Board believes shareholders – not tenure-based Bylaw provisions – should determine how their votes are applied.
Importantly, the current system already provides full choice, allowing shareholders to vote directed, discretionary or quorum only. Board composition has also evolved over time under this framework. Since 2000, 16 new Directors have been elected, including multiple independent candidates. In contrast with the representation that many shareholders perceive an uneven playing field and desire change, shareholders have considered and rejected proposed changes to discretionary voting seven times (1992, 1994, 1995, 1997, 2010, 2014, and 2021). This consistent outcome reflects sustained shareholder support for maintaining discretionary voting as currently structured.
For these reasons, the Board urges shareholders to vote No and preserve their full voting rights.
The Board of Directors believes this resolution would unnecessarily restrict shareholder rights and reduce flexibility in how votes are cast. By limiting the allocation of discretionary votes based solely on a board endorsed nominees’ tenure, the proposal would impose a constraint that is unrelated to shareholder intent, candidate qualifications, or Board performance.
While the proponent states the proposal is a practical solution, the implementation of this amendment would be neither functional nor effective for shareholders and the Corporation. As Directors term out of eligibility for discretionary votes, the complexity of implementation would increase. Voting results would be skewed by tenure rather than shareholder intent.
Discretionary voting is a statutorily authorized mechanism embedded in the Alaska statutes that a meaningful portion of shareholders intentionally use, approximately 23% of shareholders. This resolution would limit how those shareholders’ votes may be allocated, effectively narrowing their ability to participate in elections using their preferred method. The Board believes shareholders – not tenure-based Bylaw provisions – should determine how their votes are applied.
Importantly, the current system already provides full choice, allowing shareholders to vote directed, discretionary or quorum only. Board composition has also evolved over time under this framework. Since 2000, 16 new Directors have been elected, including multiple independent candidates. In contrast with the representation that many shareholders perceive an uneven playing field and desire change, shareholders have considered and rejected proposed changes to discretionary voting seven times (1992, 1994, 1995, 1997, 2010, 2014, and 2021). This consistent outcome reflects sustained shareholder support for maintaining discretionary voting as currently structured.
For these reasons, the Board urges shareholders to vote No and preserve their full voting rights.