ALASKA AIR GROUP, INC.

The proposal sought to adopt a binding policy requiring that the roles of Board Chair and Chief Executive Officer be permanently separated, with two different individuals occupying those positions as soon as practicable. Its supporting statement urged immediate adoption (or a phased implementation) and asserted that the Company lacked an appropriate separated leadership structure. The company’s proxy statement explains that the Board determined there was a reasonable basis to exclude the proposal from its proxy materials under SEC Rule 14a-8 because the proposal’s premise was materially false or misleading (the Company already had an independent, non-executive Board Chair in place since May 2022), and the exclusion notice was submitted to the SEC staff.