Good afternoon. Welcome to Alaska Air Group's Annual Meeting of Shareholders. I would now like to introduce Board Chair, Brad Tobin.
Good afternoon, everyone, and welcome to Alaska Air Group's twenty twenty one Annual Shareholders Meeting. My name is Brad Feldman. I want to thank you all for joining us today.
I'd like to start
the meeting by welcoming our new CEO, Ben Menacucci. Ben assumed the CEO role earlier this year as part of a multi year succession plan. Ben has been with Alaska for over seventeen years and the rest of the Board and I could not be more confident in his ability to lead our two airlines all the way out of this pandemic and toward prosperous future growth. It It goes without saying that this past year has been extremely challenging for our guests, our employees, our communities and our owners. The impact of COVID-nineteen has had an impact on our business that none of us could have imagined fifteen months ago, But yet, we're very proud of how we've come out of it.
We're proud of the strength of our balance sheet. We're proud of the team, the sense of team that we have, and we're very excited about the opportunities that lie before us. With this in mind, after we conduct the business portion of the meeting today, Ben will provide you with a brief update on where we are at the moment and highlight some of the actions we've taken over the past year or so to respond to the coronavirus crisis and to position Air Group for a bright future. We know that many of you tuned into our analyst call on April 22 and that you review our periodic filings with the SEC. After the brief business update, we set aside time to answer questions that are of interest to our investors.
If you are a stockholder, you can submit your questions at any time on our virtual meeting website. We'll address as many questions as possible during the webcast. If we don't get to your question, please send it to the e mail address listed in the proxy statements. We'll post a full list of questions and answers on the Investor Relations page at lastyear.com following today's meeting. I would now like to take a minute to briefly introduce our Director nominees.
This year, there are 13 Director nominees and each has agreed to serve a one year term. All are present for today's meeting and their biographies appear in the proxy statement. Before I do introduce the nominees, all of us here would like to recognize and thank Mary Anne Blakey, who's stepping down from our Board after eleven years of extraordinary service. She's been a fantastic Director, always reinforcing that safety comes above all else. She's been instrumental in pushing us to achieve what's best for our guests, our employees, our communities and our investors, all of whom rely on Alaska here.
We're going to miss you, Marion, and we wish you and Bill the very best in the future. Now moving to the twenty twenty one slate of Director nominees. Besides myself, this year's nominees are Patty Deeny, who has been an Alaska Director since 02/2004. She serves as the Board's Lead Independent Director and Chair of the Governance and Nominating Committee. Patty also sits on the Audit Committee.
James Spear, who was appointed to the Board in 2017, He chairs our newly formed Innovation Committee and he serves on the Safety Committee. Ray Connor, who joined the Board in 2018. Ray serves on the Safety Committee and he chairs the Compensation and Leadership Development Committee. Dan Elwell, who was appointed to the Board earlier this year and who serves on the Audit and Innovation Committees Darren Poncega, who's been on the Board since 2014 and who serves on the Audit and Innovation Committees Kathleen Hogan, who joined the Board in 2019 Kathleen serves on the Compensation and Leadership Development Committee and on the Governance and Nominating Committee Susan Lee, who joined the Board in 2018 and who serves on the Audit and Innovation Committee Ben Manicucci, our new CEO. Ben held various leadership roles at Alaska for over seventeen years and has been on the Board since 2020 Elvie Sandvik, who served on the Board since 2013 and who serves as Chair of the Safety Committee and who also serves on the Compensation and Leadership Development Committee.
Ken Thompson has been a Board member since 1999. Ken serves on the Governance and Nominating Committee and also the Compensation and Leadership Development Committee. And finally, Eric Yeatman, who's been a Board member since 2012. Eric chairs the Audit Committee and he also serves on the Governance and Nominating Committee. Serving as the Director of Alaska Air Group is demanding and these dedicated folks consistently rise to the challenge of the role.
It is a privilege to have people of this caliber and diversity serving our company and we're honored to have them all here. Brent Johnson and Dominic Barr of KPMG are the company's independent public accountants, and they're also present at today's meeting. Mr. Johnson and Ms. Barr are available to respond to any questions you may have for KPMG regarding the company's financial statements.
This is Brent's first year on the Alaska engagement and we'd like to welcome him. I will now call the meeting to order. Our General Counsel and Corporate Secretary, Kyle Levine, will take us through the business portion of the meeting and rule on any questions concerning the conduct and order of the meeting. Kyle?
Thank you, Brad. This year stockholders have been asked to vote on four proposals. All stockholders entitled to vote at this meeting were sent notice that proxy materials were available online and by hard copy upon request. After a preliminary count, more than 103,500,000 shares or over 83% of the eligible shares are represented, which gives us a quorum. As soon as all the proposals in the proxy statement have been presented, we will take the vote.
Stockholders who have already voted by proxy don't need to vote again except to change a vote. Registered stockholders and stockholders with a legal proxy can vote during the meeting by clicking on the Vote Here icon. As Brad mentioned, we will address questions of general interest to our stockholders following the vote. But if you have any questions regarding today's proposals, please submit them online now as we describe those proposals. Today's voting will conclude and the polls will close at 01:15PM Pacific Daylight Time.
We will report the preliminary results at the end of today's program. The first proposal is the election of 13 directors. Brad introduced the board's nominees, whose names and qualifications are set out in the company's policy statement. Each of the directors elected today will serve a one year term ending with the twenty twenty two annual meeting. The second proposal is an advisory vote regarding the compensation of the company's main executive officers.
While this vote is advisory in nature, the Compensation and Leadership Development Committee will take the results into consideration when deciding future executive compensation arrangements. The third proposal is the ratification of KPMG as the company's independent accountants for 2021. The fourth item of business is the approval of an amended and restated 2016 performance incentive plan, the basis of our long term incentive compensation program. We have received no questions directly related to those proposals. Before this concludes the presentation of matters to be voted on.
Thank you, Kyle. And that concludes the business portion of our meeting, which is now officially adjourned. I'd now like to turn the call over to Ben Minicucci, who will take you through a business update for last.
Thanks, Brad. Good afternoon, everyone. 2020 was a challenging year, and we're glad to have
behind us. Those who listen to
our earnings call know that recently we experienced a step change in recovery. I personally am feeling very optimistic about what's to come. The work we did in 2020 positioned us well to take advantage of the recovery that is unfolding. Our balance sheet, which has long been a source of competitive advantage for us, remains intact despite the drastic decline in passengers and revenues that we experienced last year. Raising
significant capital one
Uh-huh.
So going back to our debt to cap slide, raising significant capital was imperative for our business and we accessed over 5,000,000,000 in new capital. Because we entered the crisis with a healthy balance sheet, our 61% debt to capitalization at the end of twenty twenty remained far below industry average. From the onset of the pandemic, we made it a top priority to reduce our cash burn as quickly and aggressively as possible. In doing so, we managed to keep our adjusted net debt flat from 2019 and we were the only airline to do so without issuing equity. With no impairment to our balance sheet, we are well positioned to capitalize on recovery.
Now moving on to what we're seeing today. Since January, the rate of daily new vaccinations has increased to over two million per day and we've seen health statistics like hospitalizations and deaths drop dramatically. As these factors have improved, we've seen increases in demand for air travel. Passenger employments were down just 35% in April compared to down 65% in January and future bookings are at roughly eighty percent of pre COVID levels. Those who listen to our first quarter earnings call know that we have progressed from burning $4,000,000 a day in the fourth quarter to generating $1,000,000 a day in March under the same definition.
Pitting this critical point in recovery has enabled us to turn our attention to the future. From here, we're focused on reinforcing our balance sheet strength with plans to begin reducing our debt levels in 2021. We're also developing a roadmap back to profitability and our plans to fly 80% of 2019 levels in Q2 and to return to 100% levels no later than summer of twenty twenty two as part of that roadmap. Taking a balanced approach to delivering for our employees, our guests, the communities we serve and our owners is important to the way we run our business. As CEO of Alaska, I plan to continue to nurture this approach and build on that legacy.
Part of how we serve our stakeholders is by making strategic long term investments that will support our path back to sustainable profitability and allow us to win in a highly competitive industry. We've recently celebrated progress on two such investments. First, we celebrated our official entry into One World, which will increase the breadth and depth that we can offer guests, adding value to our network and our loyalty program. Second, we're moving forward with our fleet transition. Last year, we announced our decision to replace most of our Airbus aircraft with Boeing Max aircraft and in Q1 began taking delivery of the new planes.
These aircraft have over 20% better fuel efficiency, lower maintenance costs and significant revenue opportunity because of the higher gauge. The MAX will also help us to reduce our climate impact to lower emissions, which is key to our commitment to deliver net zero carbon emissions by 02/1940. If you're interested in other climate related goals, I'd encourage you to check out our sustainability site on alaskaartner.com. These types of investments and the long term success of Alaska are only possible because all the fantastic people bring our business to life. So it's also important that you know about our commitment to diversity, equity and inclusion.
We recently published several goals around representation and cultivating an inclusive culture, which are a key part of our continuous journey to do right by our employees. Our commitments also extend to our guests and the communities we serve as well. We're putting our values at the forefront by investing in education and career pathway creation for at least 175,000 young people over the next four years. In fact, we recently unveiled a beautiful livery in partnership with UNCF, highlighting this commitment and elevating the conversation on education and equity to the forefront. If you haven't seen it yet, you should check it out.
In closing, I am incredibly optimistic about what is to come for this company. Turning that momentum we're seeing today into earnings over the long term is imperative. And with that, let's turn it to Q and A.
Thanks, Ben.
Kyle, can I jump in?
I do want to just apologize to one of our directors, Jesse Knight, who I forgot to mention during the read off of director names. Jesse is an extraordinary director, served this company for a long time, wound that up a couple of years ago, and then we talked to him into coming back onto the board roughly a year ago. So Jesse, I apologize for missing your name, but you are prominently mentioned in the proxy.
Over to you, Kyle. Thank you. We now have about ten minutes for questions from stockholders. If you have a question of general interest, please submit it online. While stockholders submit their questions, I'd like to introduce our Vice President of Public Relations and Sustainability, Diana Birkkaracco, who will help present the questions we receive.
Thanks, Kyle. So we have a few questions received already. The first one will be answered by Andrew Harrison. For the future of air travel, do you believe that vaccination passports will become the norm? And the questioner goes on to say, I personally have learned so much about the high quality high level of air quality inside airplanes.
Andrew, what about vaccine passports?
Yes, good afternoon. You know, we've had the U. S. Government's been exploring COVID-nineteen vaccine certifications, both internationally and domestically. Where we stand right now is that the international is more of a priority.
I think they've said that they won't do it domestically. For us, we're watching it very closely, but we mainly carry domestic travel, and we're staying close to our international partners on the international side of things, and we just need to see where this unfolds.
Thank you, Andrew. The second question is for Ben. What measures are being taken to keep Alaska Air in a leadership position to avoid adopting cancel culture behaviors, so as to steer the company away from local political influences that have appeared to infiltrate other companies.
Thanks, Diana. There are a lot of social issues out there that companies can take a position on. I believe this customer internally, the way we're going to look at issues is to put them through two filters. The first filter are our values and two of our biggest values is doing the right thing and being kindhearted. The second filter will be through the lens of our stakeholders.
So our shareholders, our customers, our employees and our communities. So today we know our shareholders ask us about how we feel about the environment, how we feel about social issues and they require us to have
a point of view.
So as we put them through these two filters, we'll decide whether we're going to have a position and a point of view on that issue.
Thanks, Ben. Okay. The next question is for Shane Tackett, our CFO. Would you please speak to when the dividends might return for shareholders?
Yes. Thanks, Diana. So first, just two points on this. First, we are precluded from issuing dividends or repurchasing ALK stock at least through September of twenty twenty two as part of the payroll support programs that we participated in over the past twelve or so months. And so there's one gating item.
And then the second is we do need to rebuild the business back to a threshold level of profitability and cash flow that lets us buy planes and grow the company, continue to invest in the company. As Ben mentioned, maintain a really strong forward balance sheet and then ultimately to return to shareholder focused capital allocation. And we hope to be one of the first to be able to do that in industry. That's what we're focused on as a management team. It will be beyond 2022 at the earliest.
But hopefully, shortly after that, we'll be in a position to really start making decisions like that.
Thank you, Shane. This next question is for Constance von Muellen, our COO. Since Alaska Airlines has started enforcing the TSA's mask policy, I felt an adversarial relationship has developed between me as a consumer and Alaska Airlines as a business. The questioner goes on to cite an example of an interaction between a passenger and a flight attendant that in which the flight attendant suggested that they would blacklist this passenger forever from flying Alaska Airlines and asked what is the motive behind this response to masks? Constance?
Thanks for that question. Definitely challenging situations aboard, I think, our airplanes just as everyone else. What I will say is that Alaska Airlines is known for delivering kind and caring service and our team is dedicated to doing that each and every day. That said, my and our company's top value is owning safety and certainly my job in operations is to integrate safety into everything we do every day. That's what we continue to do.
So in this regard, we will continue to integrate the federal mask mandate into our work and that's what you see happening on our airplanes today. So while we continue to do that, we will also provide the kind and caring service that our guests come to expect from us and that we are known for. So we have a fantastic set of employees who balance those things professionally and skillfully. And I have all the confidence in the world that they do a really good job of doing just that.
Thank you, Constance. This next question will go back to Andrew Harrison, our Chief Commercial Officer. I have noticed a big difference in product quality between the old interiors on most 737s and the new ones on the Airbus and 737MAX planes. I know the plan was to refurbish all planes with the new interiors and satellite Wi Fi pre COVID, but it seems like this was paused with the pandemic. When does Alaska plan to resume Wi Fi and interior upgrades on the 737NG plan?
Yes. Hi, that's absolutely correct. We paused everything with COVID, but we have recommenced installing satellite on our aircraft. We have also got approved and going to be undertaking a refurbishment of our core seven thirty seven fleet such as the 800, the nine And we are also going to be refurbishing the remaining Q400s that need new carpets and seat covers. So you're going to see a whole new refresh look at our fleet over the next couple of years.
Thank you, Andrew. The last question is also for Constance. We have recently heard about unruly hostile or inebriated and out of control passengers on air flights. How do you plan to handle these behaviors and reassure the rest of us that we will be safe to fly with you?
Thank you for that question. Kind of along the lines of what we discussed a little bit earlier, I have full confidence in our staff, our flight attendants, our customer service agents professionally trained, have lots of experience in managing these types of situations. That said, they can be difficult and they are difficult and we continue to provide guidelines and kind of refresh our team with the very best de escalation skills so that all our guests can have a pleasant and memorable in a positive way flight experience.
Thank you, Constance. This next question may go back to you, Constance or to Joe Sprague, President of Verizon. And I'm not honestly sure I completely understand the question. Any plans on eliminating subcontractor TSA with a professional airline employee who are manning the smaller stations, Alaska guests need to experience a truly enjoyable flight journey. Perhaps maybe just address how we staff our smaller stations?
For both Horizon and Alaska, we have Horizon in smaller communities here in the Pacific Northwest, Horizon staffs both the ramp functions as well as the airport functions. The reference to TSA, I'm not sure post nineeleven TSA has taken over all of the security functions at both large and small airports.
Yes. Thanks, Joe. And we don't attempt to do those TSA, but we make sure all of our staff are serving the other functions and taking great care of our guests. Thanks for these great questions. That concludes the list of questions received for the meeting.
And I'll turn it back to Kyle Levine.
Thanks, Diana. That concludes the Q and A portion of today's meeting. The votes have been tabulated and the preliminary results indicate that the 13 directors introduced earlier have each been elected to one year terms on the Board of Directors with each director receiving the approval of at least 91% of the shares present. Proposal two, the advisory vote on the compensation of the company's named executive officers received the approval of approximately 93% of the shares present and entitled to vote. Proposal three, ratification of the company's independent accountants has passed receiving the approval of approximately 99% of the shares present and entitled to vote.
Proposal four, the amended and restated 2016 performance incentive plan has passed receiving the approval of 95% of the shares present and entitled to vote. The final voting results will be filed with the SEC on Form eight ks within the next few business days and will be available at alaskaair.com. A recording of this meeting will also be available for replay on our website at alaskaair.com under Investor Relations. Thanks everybody for joining us today.
Thank you. The Alaska Air Group Annual Shareholder Meeting has concluded. Thank you for attending. You may now leave the virtual meeting.