Download ALASKA AIR GROUP, INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 6, 2013
(Date of earliest event reported)
ALASKA AIR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-8957
(Commission File Number)
91-1292054
(IRS Employer Identification No.)
19300 International Boulevard, Seattle, Washington
(Address of Principal Executive Offices)
98188
(Zip Code)
(206) 392-5040
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions ( see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Departure of Director
William Ayer informed the board of his decision to retire as a director and as executive chairman of the board of directors of Alaska Air Group,
Inc. (the “Company”). Ayer’s resignation will be effective January 1, 2014, after fourteen years of service on the board. Ayer retired as chief
executive officer of the Company and its subsidiaries in May 2012.
Appointment of Chairman of the Board
Bradley Tilden will succeed Ayer as chairman of the board, and will remain president and chief executive officer of the Company and Alaska
Airlines, Inc., and chief executive officer of Horizon Air Industries, Inc.
Appointment of Independent Director
On November 6, 2013, the board of directors appointed Helvi Sandvik, President of NANA Development Corporation, to the Company’s and
its subsidiaries’ boards of directors effective immediately. Sandvik will participate in the current director compensation arrangements
applicable to non-employee directors. Under the terms of those arrangements, she will receive a prorated annual retainer of $21,500 for service
on the Company’s board for 2013. In addition, under the Company’s 2008 Performance Incentive Plan, Sandvik will receive a grant of 319
deferred stock units (determined by dividing $23,000 by the closing price of the Company’s common stock on the date of her appointment to
the board). The stock units will be paid in shares of the Company’s common stock on a one-for-one basis following the termination of
Sandvik’s service as a member of the board.
In connection with Sandvik’s appointment, the Company reports the following related party transactions under Item 404(a) of Regulation S-K.
The aggregate dollar value of the amount involved in these transactions represents less than .5% of the 2012 gross revenues of NANA
Development Corporation.
(1) NANA Development Corporation owns 51% of NANA Management Services (NMS), which was the successful bidder in a
request for proposal by Alaska Airlines, Inc. for provision of facilities maintenance services at several airports in Alaska, starting in
January 2014. The estimated annual value of the contract in 2014 is $2,000,000.
(2) NMS has contracted with Alaska Airlines, Inc. to cater and clean aircraft and other facilities in Fairbanks, Alaska. The annual
contract value in 2013 is $750,000.
(3) NANA Development Corporation and its subsidiaries are expected to purchase approximately $1,000,000 in passenger and cargo
transportation services from Alaska Airlines, Inc. and Horizon Air Industries, Inc. in 2013.
ITEM 7.01 Regulation FD Disclosure.
On November 8, 2013, the Company issued press releases announcing the retirement of William Ayer as director; the appointment of Bradley
Tilden as chairman of the board; and the appointment of Helvi Sandvik to the board of directors. The press releases are furnished as Exhibit
99.1 and Exhibit 99.2, respectively.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALASKA AIR GROUP, INC.
Registrant
Date: November 8, 2013
/s/ Keith Loveless
Keith Loveless
Corporate Secretary and General Counsel
Contact:
Bobbie Egan
Alaska Airlines
(206) 392-5101
Nov. 8, 2013
Alaska Air Group CEO Brad Tilden Elected Chairman
Longtime executive Bill Ayer retiring at the end of the year
SEATTLE - The board of directors of Alaska Air Group has elected Brad Tilden chairman of Air Group and its subsidiary
carriers, Alaska Airlines and Horizon Air. A 22-year veteran of the company, he currently serves as president and chief executive
officer.
Tilden succeeds Bill Ayer, who will retire Dec. 31 after spending 31 years at Air Group and serving as president, CEO
and chairman during his last decade at the company. Ayer remained as chairman when Tilden was elected CEO in February 2012.
“Under Brad’s leadership, Alaska Air Group has continued to set the bar in safety and operational performance, provide
award-winning service, innovate to make flying easier, grow our network, and achieve record financial results. His new role as
chairman completes an orderly leadership transition that the board has been planning for years,” Ayer said. “I can’t imagine a
better way to have spent the past three decades. I feel fortunate to have worked with the most talented people in the business, and
I’m confident the team will continue to build on their current success.”
Tilden, who is 52, joined Alaska Airlines from Price Waterhouse in 1991. He was promoted to Air Group’s chief financial
officer in 2000, to executive vice president - planning and finance in 2007, and to president of Alaska Airlines in 2008. As CEO,
Tilden oversees Alaska, the nation’s seventh-largest airline, and regional carrier Horizon Air, which together employ 13,000
people and fly 180 aircraft to nearly 100 destinations across the continental United States and in Alaska, Hawaii, Canada and
Mexico.
In addition to serving on the Alaska Air Group board, Tilden is a director of Flow International Corp. and serves on the
boards of Pacific Lutheran University and the Chief Seattle Council of the Boy Scouts of America, where he is council president.
He earned a bachelor’s degree in business administration from Pacific Lutheran University, an MBA from the University of
Washington and is a private pilot.
Ayer joined Horizon in 1982 and served in a variety of marketing, planning and operational posts at the regional carrier
and Alaska Airlines. He was appointed CEO of Air Group and Alaska Airlines in 2002 and became chairman in 2003. Ayer, also a
private pilot, is chairman of the NextGen Advisory Board, which collaborates with the Federal Aviation Administration on its
efforts to implement a satellite-based air traffic management system. Ayer is also chairman of Puget Energy, and vice chair of the
University of Washington Board of Regents and the Museum of Flight in Seattle.
Ayer joined Horizon in 1982 and served in a variety of marketing, planning and operational posts at the regional carrier
and Alaska Airlines. He was appointed CEO of Air Group and Alaska Airlines in 2002 and became chairman in 2003. Ayer, also a
private pilot, is chairman of the NextGen Advisory Board, which collaborates with the Federal Aviation Administration on its
efforts to implement a satellite-based air traffic management system. Ayer is also chairman of Puget Energy, and vice chair of the
University of Washington Board of Regents and the Museum of Flight in Seattle.
Alaska Airlines, a subsidiary of Alaska Air Group (NYSE: ALK), together with its partner regional airlines, serves nearly
100 cities through an expansive network in Alaska, the Lower 48, Hawaii, Canada and Mexico. Alaska Airlines has ranked
“Highest in Customer Satisfaction Among Traditional Network Carriers” in the J.D. Power and Associates North America Airline
Satisfaction Study SM for six consecutive years from 2008 to 2013. For reservations, visit www.alaskaair.com . For more news and
information, visit the Alaska Airlines Newsroom at www.alaskaair.com/newsroom .
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Contact:
Bobbie Egan
Alaska Airlines
(206) 392-5101
Nov. 8, 2013
Alaska Air Group Elects Helvi Sandvik to Board of Directors
SEATTLE - The Alaska Air Group board has elected Helvi Sandvik to serve as a director, effective immediately. Sandvik
is president of NANA Development Corp., an Alaska Native corporation involved in engineering and construction, resource
development, facilities management, real estate and hotel development, and information technology and telecommunications.
“We’re delighted to welcome Helvi to the Alaska Air Group board,” said Phyllis Campbell, the board’s lead director.
“With her business background, her involvement in aviation, and her lifelong association with our company’s namesake state,
Helvi will bring a valuable perspective to the board.”
Sandvik is originally from the village of Kiana in northwestern Alaska. She joined NANA Development Corp. in 1995
after serving for 12 years with the Alaska Department of Transportation in a variety of roles, including director of statewide
aviation and as deputy commissioner. Sandvik is a trustee for the Aqqaluk Trust, a former commissioner of the U.S. Arctic
Research Commission and former chair of the Seattle branch of the Federal Reserve Bank of San Francisco.
She was honored as a laureate in the Junior Achievement Alaska Business Hall of Fame in 2007 and was named the
William A. Egan Outstanding Alaskan of the Year by the Alaska State Chamber of Commerce in 2010.
“I have long been an admirer of Alaska Air Group, and am excited about the opportunity to serve on the board,” Sandvik
said.
Alaska Airlines, a subsidiary of Alaska Air Group (NYSE: ALK), together with its partner regional airlines, serves nearly
100 cities through an expansive network in Alaska, the Lower 48, Hawaii, Canada and Mexico. Alaska Airlines has ranked
“Highest in Customer Satisfaction Among Traditional Network Carriers” in the J.D. Power and Associates North America Airline
Satisfaction Study SM for six consecutive years from 2008 to 2013. For reservations, visit www.alaskaair.com . For more news and
information, visit the Alaska Airlines Newsroom at www.alaskaair.com/newsroom .
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