Elections

Voting Information
When Do I Vote?
How Do I Vote?
Voting for Directors
Questions and Answers about the Elections Process

Voting Information
It is important that shareholders make informed decisions about candidates and ballot resolutions. Shareholders' votes on these matters are vitally important to the continued success of the company.

This portion of the handbook has been prepared to provide information to help you understand how Sealaska's elections work.

Additional information is available from several other sources. The Corporation's annual report, proxy statement and proxy card are the most important. Community meetings, Sealaska Shareholder newsletters, the toll-free shareholder hotline (800.848.5921), Annual Meeting page and Annual Meeting news item are also good sources.

When Do I Vote?
Sealaska normally holds annual elections at the annual meeting of shareholders in June. Approximately 60 days prior to the annual meeting each voting shareholder will receive a proxy and a proxy statement detailing the election process.

How Do I Vote?
Sealaska shareholders who are eligible to vote can do so in one of two ways:

Vote by proxy
You can vote by marking your choices on the blue proxy card you receive in the mail and sending it back to the Independent Inspectors of Election. To make this easier, Sealaska will send you a postage-paid envelope with your proxy card. Shareholders may call the Independent Inspectors of Election at their toll-free number (800.478.3178) if you have questions about your proxy. You may also fax your proxy to the Independent Inspectors of Election at their fax number provided on the proxy card and in in the proxy statement.

If you decide you want to change your vote, you can do so by cancelling your proxy before the annual meeting. To cancel your proxy you may fill out and mail or fax another proxy, or vote in person at the annual meeting. The latest dated proxy is the one tabulated by the Inspectors of Election.

Your proxy must be received by the Inspectors of Election and Voting by 7:00 p.m. (Alaska time), two days before the annual meeting. 

Voting in person
You also may vote in person at the annual meeting. To do so, you must register at the meeting by a set time on the day of the meeting and vote during the official hours when the ballot box is open. Hours for voting will be announced at the meeting. Locations for the annual meeting change each year and will be announced approximately 135 days prior to the meeting.

Voting for Directors
Sealaska has 13 directors who serve three-year terms. Four or five directors are elected every year. The nominees with the highest number of votes become directors.

Directors are elected by a process called cumulative voting. Each voting shareholder has a certain number of votes he or she can distribute among the eligible candidates. The number of votes allotted to each shareholder is determined by how many shares they own and a the number of director seats up for election.

To calculate how many votes you can cast, multiply the number of shares you own (this is also marked on your proxy card) by the number of directors being elected. For example, if you own 100 shares in a year when four directors are being elected, you have a total of 400 votes (100 x 4 = 400).

Once you know how many votes you have, you may choose how to divide your votes among the candidates. You can indicate this by checking the appropriate box on your proxy card. Your choices include:

Directed voting
If you check this box, you must indicate how many of your votes you want to give to specific candidates. You can choose from the board of directors' nominees, independent nominees listed on the proxy card, or you can write in another candidate's name. In directed voting, you may cast all of your votes for a single candidate or divide them among four different nominees. If a nominee you vote for withdraws for any reason, your votes will not be given to any other candidate.

Discretionary voting
By checking this box you give approval to the proxyholders named on the card to divide your votes among the board's nominees in the way they believe is best. Your votes will be used only for the board of directors' nominees listed on the card. If you don't want your votes to go to certain board endorsed candidates, you can indicate that on the card by crossing out their names.

Quorum–only voting
If you choose this box, your votes will not be used for any candidates. They will be used only toward reaching a quorum for the meeting. In other words, they will only be counted with the shares voted to make sure there are enough shares present so that an official meeting can be held. Alaska statutes state that a majority of eligible shares be represented at the annual meeting to establish quorum.

Questions and Answers about the Elections Process

How many votes do I have?
For each share of stock a shareholder has, the shareholder gets one vote for each director's seat that is up for election. For example, a shareholder with 100 shares of stock has 400 votes if there are four directors being elected (100x4 directors =400).

Can I run as an independent candidate?
You can have your name placed on Sealaska's proxy by following the procedures in the Nominee's Packet. The Nominee's Packet is only available from late January to March of each year. If you choose not to be included on the Sealaska proxy, you can still run as an independent candidate, but your name will not appear on the Sealaska proxy and you will be responsible for your own proxy solicitation efforts. All candidates must comply with appropriate state laws and regulations. 

What are the benefits of the elections system for independent candidates who appear on Sealaska's proxy?
The main benefit is that independent candidates get greater exposure for their ideas and interests at a much lower cost. Independent candidates may face expenses for printing and mailing to run for the board if they run their own proxy campaign. Independent nominees on the Sealaska proxy will also appear in any solicitation material for the board endorsed candidates, allowing for additional exposure.

Who decides if a proxy is valid?
The Independent Inspectors of Election and Voting determine the validity of proxies according to the proxy verification rules.

Can I contest proxies that are found invalid?
Yes. If you are a nominee or designated representative, you can meet with the Inspectors of Election and Voting to review your proxies that have been found invalid and contest the decision if you so desire. Most invalid proxies have simply been replaced by a later-dated one from the same shareholder, so there may be no difference in the total vote count.

What happens to proxies voted for a candidate who withdraws before the election?
Each shareholder's votes will be cast as directed by that shareholder. If the shareholder has voted "discretionary," then the proxy can be used for any candidate on the board's slate; but if a vote is "directed" to a certain candidate, it will not be voted for another candidate, even if the candidate withdraws.

Should a voter always fill in the number of votes he or she wants to give to each candidate?
No. If you mark "discretionary" you do not need to fill in the number of votes. Do that only if you check the "directed" box.

Are all shareholders eligible to vote?
Nearly all. Original Native shareholders, and their descendants with stock via inheritance or gifting, have voting shares. This means they can vote. Non-Natives who have inherited or received Sealaska stock through divorce proceedings or other means have non-voting shares. They are not entitled to vote.

Who are proxyholders and what do they do?
Proxyholders are important to all corporations that have many shareholders. It usually is impossible for all shareholders to vote in person at a meeting, so responsible persons, called "proxyholders," are named to represent them. Sealaska proxyholders generally are directors who are not up for election.

The proxyholders will cast your votes as you instruct when you check a box for discretionary, directed or quorum-only, or "for" or "against" a shareholder resolution. Also, they will vote on your behalf on any other matter that properly comes up at the meeting and for which specific instruction has not been given.

How do candidates for the board of directors get on the ballot?
There are several ways:

Each year, the board nominates a slate of candidates to fill the seats of directors whose terms expire that year. There are either four or five seats up for election each year.

Qualified independent nominees who want to be on the same proxy card, and who return a completed Nominee's Packet to the corporate secretary by the deadline, are also included on the corporation's proxy.

Other independent nominees, who did not make the deadline or choose not to appear on Sealaska's proxy, can also run. But each is responsible for providing his or her own proxies and mailings and does not receive any assistance from the Corporation.

Finally, shareholders can write in the name of any holder of voting shares, who is 18 or older, on the proxies when they vote.

How do potential board candidates get more information about the election process?
The first step is to request a Nominee's Packet from the corporate secretary. This packet includes detailed information about what candidates need to know regardless of whether they choose to appear on Sealaska's proxy. Nominee's Packets are available about four and a half months before the annual meeting. Annual meetings are typically held in June. Notice of each annual meeting is sent to shareholders approximately 135 days prior to the event. 

How do resolutions get on the ballot?
There are two ways. They can be submitted by the board of directors or they can be submitted by a person who is an eligible voting shareholder. Resolutions from either source must meet the rules stated in the corporate bylaws. Resolutions from shareholders must be submitted by a deadline, generally 120 days prior to the annual meeting.

Resolutions submitted by the board of directors that are approved by shareholders are "binding." This means the Corporation must do what the resolution calls for. Resolutions submitted by shareholders that are approved are "advisory," unless more is required by law. Shareholders interested in resolutions are urged to study Sealaska's bylaws and to request further information from the corporate secretary.

What is a quorum and why is it so important?
Quorum is the number of shares that must be represented at any shareholder meeting so the meeting can legally take place. Shares may be represented by proxies or by shareholders voting in person. Those votes must represent a majority of the voting shares.

What do Sealaska's bylaws have to do with shareholder voting?
The corporate bylaws provide the framework for the conduct of all elections and for the way in which Sealaska is governed. The bylaws include detailed directions for handling annual meetings, electing directors and approving resolutions. The bylaws must meet several government laws and can be changed only by a majority vote of eligible shares or by the board of directors.

Who are the Inspectors of Election and Voting?
An inspector is required for every Sealaska election. The inspectors are independent of the corporation and of the candidates. The inspectors are typically representatives of a well-respected, independent accounting firm. Officially, the inspectors' title is "Inspectors of Election and Voting."

The job of an inspector is to make sure the election process is fair. For example, inspectors are especially concerned that proxies are valid and that the vote count is accurate. Qualifications for inspectors include a thorough knowledge of the election rules, appropriate professional experience, and independence from the corporation and from all nominees.

The Independent Inspectors of Election and Voting for Sealaska is currently the independent firm of Elgee, Rehfeld, Mertz, LLC.

How can the official Sealaska Corporation proxy card be identified?
It is always blue and has the Sealaska symbol printed on it. Nobody else's proxies can have those features. The proxy and proxy statement are sent to all voting shareholders approximately 60 days prior to the annual meeting.