Frequently Asked Questions On The Doyon, Limited Board Election
Candidate Information Submission
In 2011, Doyon, Limited added a new way for shareholders to submit a board candidate information form. Candidates were able to complete the form online on the Doyon website.
The board candidate information form required candidates to provide business and employment experience, education and other background information. Information from the candidate forms along with any other information provided by candidates will be summarized and included in the proxy statement. New questions were added in response to direction from the Doyon board of directors to develop a board candidate matrix (a format for displaying and comparing candidate answers) for the 2012 board of directors’ election. Answers to certain questions on the form will be included in a candidate information matrix, to be included with the Doyon proxy materials.
Why am I required to select a proxyholder?
Many of our shareholders cannot attend the annual meeting in person; therefore Doyon uses a proxy system. Our bylaws require that over 50 percent of our voting shares must be present to have a valid annual meeting in order to elect a board of directors. You can give your proxy to the Doyon proxy committee or to a voting Doyon shareholder who will be present at the annual meeting. Your votes will be cast as you direct on your proxy. 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.
Does Doyon use a second ballot in its elections?
The Doyon board of directors voted to eliminate a second ballot in December 2005, effective with the 2006 annual meeting. The candidate who receives the highest number of votes is elected, or if required by the articles of incorporation, the rural candidate receiving the highest number of votes is elected. A second ballot is no longer required for the election of directors.
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.
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 2013 annual meeting, no rural seats are required to be elected because continuing directors hold the requisite four rural seats.
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.
Some shareholders have expressed concern about the release of their name, address or email address to board candidates who are soliciting proxies. 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 only released with proper safeguards. We only release the information to approved third-party printers that print and mail or email candidate messages. Prior to providing the information, Doyon requires the third-party printers to 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 we will continue our efforts to safeguard shareholder information.
I have questions, concerns or suggestions regarding Doyon’s board election process. What is the best way to communicate with the corporation so I am heard?
Doyon is committed to providing shareholders with accurate and timely information on the annual meeting, election process and board candidates, to ensure that shareholders have the information needed to make informed decisions. Currently, annual meeting and election information is included in Doyon’s newsletters and annual report and proxy mailings, as well as on the Doyon website, e-newsletter and Facebook page well in advance of the annual meeting. Doyon is continually seeking ways to improve communications with shareholders. All shareholders may submit comments or questions via Doyon’s website here.