If you are voting online, you will notice an update to the “designate a proxyholder” section of your eProxy. To understand this, it is important to first understand the definition of DIRECTED VOTES and UNDIRECTED VOTES.
- DIRECTED VOTES: This is when you vote your shares for a specific candidate or candidates.
- UNDIRECTED VOTES: This is when you do not vote your shares for a specific candidate or candidates.
In this year’s eProxy, if you have voted/DIRECTED all of your shares for a specific candidate or candidates, you will not see an option to designate a proxyholder.
If you have any UNDIRECTED VOTES (shares you have not voted for a specific candidate or candidates), you will see the option to designate a proxyholder for your remaining votes. In this case, you should enter the name of your proxyholder, who must be a voting Doyon shareholder.
Why Doyon made the update in the eProxy
We removed the “designate a proxyholder” option to address the issue of shareholders who thought they were signing their eProxy, but who were instead designating themselves as a proxyholder.
In the past, shareholders who directed all of their votes saw the option to designate a proxyholder, even though they did not need one. This caused confusion and resulted in hundreds of shareholders naming themselves as proxyholders, meaning they would need to attend the Annual Meeting to vote in person.
If a shareholder names themselves as proxyholder and does not attend the Annual Meeting, the Proxy Committee will vote the proxy as directed by the shareholder.
Shareholders do not need to designate a proxyholder. By filling out and submitting a proxy, and directing your votes, your votes will be counted as you direct. It is important to understand that no one can change your DIRECTED VOTES; neither the Proxy Committee nor your designated proxyholder can change your directed votes.
Please note that Doyon, Limited does not have a second ballot. Therefore, there is no need to designate a proxyholder to further represent your vote.
Options for designating a proxyholder
We understand that some shareholders may initially be uncomfortable with this update. You do have options. Shareholders who wish to direct all of their votes and still designate a proxyholder may do so by completing and returning a paper proxy card. If you need a paper proxy, contact the Doyon Records Department to request one. Shareholders may then complete the paper proxy, directing their votes and designating a proxyholder.
It is also important to note that if you vote by eProxy, you may log back in at any time before the proxy deadline to change your vote.
For more information
We want to be transparent with our shareholders about the entire voting process, including this eProxy update. We encourage shareholders to visit the Annual Meeting webpage to watch a video about the eProxy process and to read our FAQs below. Shareholders with additional questions are welcome to contact the Records Department at 907-459-2040, 1-888-478-4755 ext. 2040 (toll-free), or records@doyon.com.
Frequently Asked Questions
Why does Doyon use a Proxy system for the board election?
Most shareholders cannot attend the annual meeting in person; therefore, Doyon uses a proxy system. Doyon’s bylaws require that more than 50 percent of voting shares be present to have a valid annual meeting to select a board of directors. Less than 3 percent of our 20,400+ shareholders show up in person at the annual meeting. To reach a quorum, most shareholders are represented by proxies. The use of proxies is not unique to Doyon. It is a business practice used throughout the corporate world where the business is owned by shareholders. If you vote by proxy and later decide to attend the meeting, you may still vote in person by registering. Registration is required to vote in person. Day-of-meeting registration will take place on Friday, March 15, 2024; Westmark Fairbanks Hotel; 8 to 10 a.m.
Do I need to designate a Proxyholder?
No. By filling out and submitting the proxy card or eProxy, your vote is counted.
Can someone else vote my shares?
You can choose to have someone else vote your shares at the Annual Meeting or any adjournment thereof by identifying a shareholder on your proxy. You may also choose to have the Proxy Committee vote your shares. The committee will be responsible for voting your shares based on how you directed your votes.
If you choose to name an individual who is a member of the Proxy Committee, your shares will be voted by that individual and not by the Proxy Committee.
If the person you appoint to vote your proxy does not register at the Annual Meeting, and does not appoint a valid substitute, then the Proxy Committee will vote your proxy based on how you directed your votes.
What is the difference between directed and undirected voting for election of directors?
DIRECTED VOTING: If you cast your votes for one or more candidates on your proxy, this is directed voting.
UNDIRECTED VOTING: If you do not cast your votes for any of the candidates and leave the space blank next to all candidates on your proxy, this is undirected voting, and your votes will be voted as follows:
- If your proxyholder is the Proxy Committee, then your votes will be distributed equally among those candidates listed on the Doyon proxy card.
- If your proxyholder is an individual shareholder, then your shares will be voted as your designated proxyholder sees fit, with the power to cumulate votes.
Is it true that the Proxy Committee re-elects themselves through undirected voting?
When the Proxy Committee receives undirected votes, as part of the election rules, the votes MUST be distributed evenly to all the candidates running for the open board seats.
Why Does Doyon have a candidate matrix?
Doyon’s Board of Directors felt that a candidate matrix would be an easier, at-a-glance way to see and compare each candidate’s background. In 2011, the candidate matrix was added to the annual meeting, and proxy information was sent to shareholders.
Does Doyon still use a board-recommended slate of candidates
No. Doyon no longer uses a board-recommended slate of candidates. Over 12 years ago, at its August 2010 meeting, the board of directors voted to discontinue its use.
Please explain the required rural representation on the Board of Directors
Doyon, Limited’s articles of incorporation require rural representation on the board of directors. Rural shareholders are defined in the articles of incorporation as those shareholders residing within the Tanana Chiefs Conference region but outside the Fairbanks North Star Borough. The minimum number of board seats that must be held by shareholders who reside in the rural area is determined by a formula contained in the articles of incorporation. Rural directors must hold 20 percent of the 13 board positions, a minimum of three seats. Based on the current number of rural shareholders and continuing rural directors, no rural directors are required to be elected during this year’s election. However, Doyon’s board can have a higher number of rural directors.
How do candidates get my personal contact information? I didn’t give it to them, yet I’m receiving materials from board candidates.
Doyon is required by Alaska law to make shareholder names and addresses available to candidates for the Doyon board of directors. However, the information may only be used with proper safeguards. Doyon only releases the information to approved third-party vendors who print and mail or email candidate messages. Third-party vendors sign a confidentiality agreement that only allows the use of shareholder names and addresses for proxy solicitation messages sent on behalf of a candidate. Shareholder names, addresses, and email addresses are not released directly to candidates or anyone else. Doyon takes the confidentiality of shareholder information very seriously and will continue its efforts to safeguard shareholder information.
Why can’t I designate a proxyholder in my eProxy?
We removed the “designate a proxyholder” option in the eProxy to address the issue of shareholders who thought they were signing their eProxy but were instead designating themselves as a proxyholder.
On previous eProxies, shareholders who directed all their votes saw the option to designate a proxyholder, even though they did not need one. This was confusing and resulted in hundreds of shareholders naming themselves proxyholders, meaning they would need to attend the Annual Meeting to vote in person.
If a shareholder names a proxyholder who does not attend the Annual Meeting, the Proxy Committee, under the rules of the election, votes the proxy as directed by the shareholder.
Shareholders who wish to direct all their votes and still designate a proxyholder may do so by completing and returning a paper proxy card. If you need a paper proxy, contact the Doyon Records Department to request one. Shareholders may then complete the paper proxy, directing their votes and designating a proxyholder.
If I don’t have a proxyholder, does that mean someone else can vote my shares or change my vote?
Your vote is counted by filling out and submitting the proxy card or eProxy. Shareholders do not need to designate a proxyholder. It is important to understand that no one can change your directed votes; neither the Proxy Committee nor your designated proxyholder can change your DIRECTED votes.
Can the Proxy Committee change my votes?
Your vote is counted by filling out and submitting the proxy card or eProxy. Shareholders do not need to designate a proxyholder. It is important to understand that no one can change your directed votes; neither the Proxy Committee nor your designated proxyholder can change your DIRECTED votes.
Can I direct my votes AND designate a proxyholder?
Shareholders who wish to direct all their votes and still designate a proxyholder may do so by completing and returning a paper proxy card. If you need a paper proxy, contact the Doyon Records Department to request one. Shareholders may then complete the paper proxy, directing their votes and designating a proxyholder.
Can I change my vote after I’ve voted?
If you vote by eProxy, you may log back in at any time before the proxy deadline to change your vote. If you submit a paper proxy, you can change your vote by submitting a new paper proxy before the proxy deadline of 5:00 pm, Tuesday, March 12, 2024.
Why can’t I be my own proxyholder?
Shareholders who wish to direct all their votes and still designate themselves as proxyholder may do so by completing and returning a paper proxy card. If you need a paper proxy, contact the Doyon Records Department to request one. Shareholders may then complete the paper proxy, direct their votes and designate themselves as a proxyholder.
Those shareholders designating themselves as a proxyholder are advised to register at the Annual Meeting of Shareholders to vote their proxy in person. Registration is required to vote in person. Day-of-meeting registration will take place on Friday, March 15, 2024; Fairbanks Westmark Hotel; 8 to 10 a.m.
Is there a second ballot?
Please note that Doyon, Limited does not have a second ballot. Therefore, there is no need to designate a proxyholder for a second ballot. Over 17 years ago, at its December 2005 meeting, the board of directors voted to discontinue its use.