Discretionary Voting Information

Sealaska values the input of shareholders. We understand that ongoing conversations about the value and fairness of discretionary voting has raised important questions, but we urge you to consider the ways that discretionary voting has provided an important way for shareholders to have a voice in the future of Sealaska.

 

“Discretionary voting is not any different than a vote to individual candidate. Sealaska shareholders are able to choose to endorse the boards direction through discretionary voting.”

                                                                        – Sealaska Vice Chair Jackie Pata

As a Sealaska shareholder, you have the following choices in completing your proxy.

Discretionary

– If you check this box, you will cast all your votes for the board of directors’ nominees. You will sign over your votes to the board, and the proxy holders appointed by the board will allocate them at their discretion among the nominees on the board’s slate to elect as many of the board’s nominees as possible. A proxy that is signed but not marked will be voted discretionary for board slate nominees. You can withhold votes for board nominees by drawing a line through their name where it is printed on the proxy.

Directed

– If you check this box, you may direct a specific number of votes to one or more nominees listed on the proxy, whether board or independent nominees, or to an individual whom you write in. The election bylaws require that directed votes go only to the nominee(s) you have indicated, even if those nominees later withdraw. Directed votes stay with the candidate and may not be redirected to another candidate. Vote for no more than four (4) nominees.

Quorum Only

– If you check this box, your votes will be counted for the purpose of achieving quorum for the annual meeting ONLY. No director candidate will receive any of your votes.

Sealaska shareholders have been asked six times to reduce the use discretionary voting; 1992, 1994, 1995, 1997, 2010, 2014. Each time Sealaska shareholders have voted no on a shareholder resolution.

Facts About Discretionary Voting

  • Discretionary voting is a common practice used by Sealaska and six other ANCSA regional corporations
  • Most shareholders support discretionary voting. Shareholders have voted down measures to limit or change discretionary voting five times
  • Independent candidates can benefit from discretionary voting. Independent candidates who form a slate can include discretionary voting as an option on their proxy
  • Independent candidates have the option to be included on Sealaska’s official proxy. Inclusion on the proxy is provided at no cost for all candidates. Candidates not endorsed by the board are not required to produce an independent proxy
  • Discretionary voting does not prevent independent candidates from being elected. Four current directors were elected to the board as independent candidates.
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