RESOLUTION
Would reducing the quorum also reduce shareholder involvement?
No. Reducing the quorum to 1/3 is being proposed because the number of SAI shareholders has increased even though the number of SAI shares has stayed the same. This has occurred through gifting and shareholder deaths.
Compared to the original shareholder list, it now takes 85% more shareholders to reach the existing quorum of a majority of outstanding Class A shares, which is expensive. Compared to once having less than 1,900 shareholders with 100 shares, the average shareholder now has 55 shares, and there are over 3,400 shareholders.
Every year, the corporation works hard to get shareholders to vote and to reach quorum. The board encourages 100% of shareholders to vote, but it takes more effort to reach the majority because the number of shareholders continues to grow while the number of shares that a typical shareholder has continues to decline.
The Alaska legislature recognized this problem for Alaska Native Corporations such as SAI and changed the law to make it easier for Alaska Native Corporations to reduce their quorum requirements. Shee Atiká’s board unanimously supports Shareholder Resolution 2019-01.
Does cumulative voting apply to the vote on Shareholder Resolution 2019-01?
No, cumulative voting does not apply to the vote on Shareholder Resolution 2019-01 to reduce the quorum requirement and you will have one vote for each share of SAI voting stock that you own.
Can I vote only for candidates, not for the Shareholder Resolution?
If you sign, date and return your proxy, but do not vote on Shareholder Resolution 2019-01, your shares will be voted “yes” on the Resolution.
GENERAL PROXY QUESTIONS
Can I vote for Quorum Only?
Yes, you will need to write the words “Quorum Only” on the paper proxy and then sign and date it. There is not an option for voting “Quorum Only” online.
I hold a Power of Attorney (POA) for a shareholder, can I sign his/her proxy?
Yes, as long as you submit a copy of the Power of Attorney along with your proxy or you verify that a valid POA is on file at the Shee Atika corporate office.
Can I email, fax or text a photo of my proxy?
No, only original signatures are accepted. The only exception is to submit a proxy online at www.sheeatikavote.com. The methods for submitting your proxy are:
(1) Complete an electronic proxy at www.sheeatikavote.com using the information from the label on the blue paper proxy you receive in the mail or by calling the Shee Atiká office at 907-747-3534 or toll free at 800-478-3534..
(2) Mail your paper proxy to Sramek Hightower at PO Box 240569, Anchorage, AK 99524 using the postage prepaid return envelope enclosed in your proxy packet.
(3) Hand deliver your paper proxy to Shee Atiká’s corporate office at 315 Lincoln Street, Suite 300, Sitka, AK 99835
(4) Hand deliver your paper proxy to Sramek Hightower at 2525 C Street, Suite 100, Anchorage, AK 99503.
(5) Hand deliver your paper proxy to any corporate Proxy Solicitor if corporate Proxy Solicitors are appointed for the 2019 Annual Meeting.
Can I change my proxy?
Yes, the last valid proxy received before the proxy deadline is the one that is counted.
How do I revoke my proxy?
(1) By submitting a later proxy, OR
(2) By coming to the meeting and requesting a ballot OR
(3) By submitting a written instrument revoking your proxy to the SAI corporate office before May 1, 2019 at 5:00 p.m. with an original signature.
When is Registration for the Annual Meeting if I want to vote at the meeting?
We anticipate registration will begin at approximately 8:30 a.m. and will continue until about 9:15 a.m. The exact ending time will be announced at the meeting.
How many candidates can I write in?
One.
What happens if I write in more than one name?
Only the votes that you have allocated to the first candidate you have written in will be counted for that candidate, the other votes for other write in candidates will become discretionary to the Board’s proxyholders.
What happens if I forget to sign my paper proxy – is it still valid?
No, you must sign the proxy for it to be valid.
What happens if I sign my paper proxy but forget to date it?
Your proxy will be invalid.
Can I vote fractions of shares between candidates?
Yes, but only using the paper proxy. Online voting does not allow for fractions of shares.
If I vote Directed for a candidate, can the proxyholders redistribute those votes to another candidate?
Only under certain conditions. If a candidate does NOT withdraw as a candidate, is a bona fide candidate, is able to serve, and meets all the criteria to be a candidate, then his/her votes can only be used as you Directed.
Can I divide my votes among candidates?
Yes. Votes can be divided among candidates on the corporate proxy and can be cumulated.
What are discretionary votes?
Discretionary votes are those not directed to candidates but provided to the Proxyholders described in the Proxy Statement and Proxy to use their discretion to elect as many board-slate candidates as possible.
Can I vote Discretionary but not for a certain candidate or candidates?
Yes, if you “cross-out” the name of the candidate(s) for whom you do not wish to vote. If you do this, the candidates whom you have crossed-out will not receive any of your discretionary votes. If voting a paper proxy, simply draw a line through the name of any candidate you choose to not receive your votes. If voting electronically, select the Cross-Out box next to the candidate from whom you wish to withhold discretionary votes.
I want to vote electronically, but I lost or did not receive my Annual Meeting packet. Can you send me my ID and pin to vote and attend the Live Stream?
Yes, your ID and pin can be texted or told over the phone after confirming your identity with a Social Security Number and Date of Birth.
INDEPENDENT PROXY QUESTIONS
Can I vote for one board member on the SAI proxy and one on the Independent proxy?
No, the later dated proxy rules. However, you can vote Directed on the SAI proxy (via paper or electronically) and write in one bona fide Independent candidate.
Can I mail an Independent Proxy in the SAI proxy return envelope?
No. If you do, it will be mailed back to you.
Can I vote an independent proxy electronically?
No. Independent candidates who choose to not run on the board’s proxy, are truly independent and responsible for their proxy materials and solicitation.
PRIZES
If I submit an Independent Proxy before the Early Bird Deadline, am I entered into the prize drawing?
Yes, as long as the proxy is valid.
If I win an Early Bird prize, can it be direct-deposited?
No. Checks will be sent.
If I vote electronically by the early bird deadline, will I be eligible for the Early Bird prize, the Corporate Proxy Incentive and Electronic Vote prize?
Yes, as long as your electronic proxy remains valid through the entire Annual Meeting.
OTHER TOPICS
Can I get the address and phone number of a relative of mine who is a shareholder?
No. Shee Atiká’s shareholder records are confidential and under Alaska law, are available only for a proper corporate purpose.
Why does Shee Atiká call only at election time?
The corporation is required to meet quorum of 50% plus 1 share voted in person at the meeting, or by proxy, in order to hold an annual meeting. Reaching quorum is a struggle each year and getting worse. If shareholders vote early, the cost and time spent trying to achieve quorum would be less, and the phone calls would be less. If Shareholder Resolution 2019-01 is passed, next year (2020) quorum will be reduced to 1/3.