Frequently Asked Questions – Doyon Annual Meeting Election
In preparation for the 2016 annual meeting of shareholders, Doyon, Limited has prepared answers to some of the most common proxy-related questions received from shareholders.
Proxyholder
Why am I required to select a proxyholder?
Many Doyon 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 must be present to have a valid annual meeting in order to elect a board of directors. Shareholders can give their proxy to the Doyon proxy committee or to a voting Doyon shareholder who will be present at the annual meeting. Votes will be cast as directed on the proxy. Less than 3% of our 19,300+ 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 a business is owned by shareholders.
Directed/Undirected Votes
Is it true the proxy committee re-elects themselves through undirected votes?
When the proxy committee receives undirected votes, as part of the election rules the votes MUST be distributed evenly to all the candidates who are running for the open board seats.
Candidate Information Submission
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 candidates’ background. In 2011, the candidate matrix was added to the annual meeting and proxy information sent to shareholders.
Board-Recommended Slate
Does Doyon still use a board-recommended slate of candidates?
Doyon no longer uses a board-recommended slate of candidates. At its August 2010 meeting, the board of directors voted to discontinue its use.
Rural Seat
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. Currently, rural directors must hold 30 percent of the 13 board positions or a minimum of four seats. At the 2016 annual meeting, no rural seats are required to be elected because continuing directors hold the required four rural seats. However, shareholders may elect a rural shareholder at any time.
Board Candidate Materials
How do candidates get my personal contact information? I didn’t give it to them and 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 is released 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 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 to anyone else. Doyon takes the confidentiality of shareholder information very seriously, and will continue its efforts to safeguard shareholder information.