def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
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Check the appropriate box:
o Preliminary Proxy Statement.
o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
þ Definitive Proxy Statement.
o Definitive Additional Materials.
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
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SkyWest, Inc. |
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(Name of Registrant as Specified In Its Charter) |
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Not applicable |
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
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SKYWEST, INC
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 3, 2005
To the Shareholders of Skywest, Inc.:
The Annual Meeting of Shareholders of SkyWest, Inc. (the
Company) will be held at the SkyWest Corporate
Offices, 444 South River Road, St. George, Utah 84790,
on Tuesday, May 3, 2005, at 11:00 a.m. (the
Annual Meeting). The purpose of the Annual Meeting
is to consider and vote upon the following matters, as more
fully described in the accompanying Proxy Statement:
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(1) The election of nine members of the Board of Directors,
each to serve until the next Annual Meeting of Shareholders and
until their respective successors have been duly elected and
qualified. |
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(2) The ratification of the appointment of Ernst &
Young LLP as the Companys independent public accountants
for the fiscal year ending December 31, 2005. |
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(3) Such other matters as may properly come before the
meeting. |
The Board of Directors has fixed the close of business on
March 31, 2005 as the record date for the determination of
shareholders entitled to receive notice of and to vote at the
Annual Meeting or any adjournment or postponement thereof.
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BY ORDER OF THE BOARD OF DIRECTORS |
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Jerry C. Atkin |
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Chairman of the Board |
DATED: April 7, 2005
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN
PERSON, TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE
DATE, COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY IN THE
ACCOMPANYING POSTAGE PAID ENVELOPE. YOUR PROXY WILL NOT BE USED
IF YOU ARE PRESENT AT THE ANNUAL MEETING AND DESIRE TO VOTE YOUR
SHARES PERSONALLY.
TABLE OF CONTENTS
SKYWEST, INC.
444 South River Road
St. George, Utah 84790
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
May 3, 2005
SOLICITATION OF PROXIES
This Proxy Statement is being furnished to the shareholders of
SkyWest, Inc., a Utah corporation (the Company), in
connection with the solicitation by the Board of Directors of
the Company of proxies from holders of outstanding shares of the
Companys Common Stock, no par value (the Common
Stock), for use at the Annual Meeting of Shareholders of
the Company to be held at the SkyWest Corporate Offices,
444 South River Road, St. George, Utah 84790, on
Tuesday, May 3, 2005, at 11:00 a.m., and at any
adjournment or postponement of that meeting (the Annual
Meeting). This Proxy Statement, the Notice of Annual
Meeting of Shareholders and the accompanying form of proxy are
first being mailed to shareholders of the Company on or about
April 7, 2005.
The Company will bear all costs and expenses relating to the
solicitation of proxies, including the costs of preparing,
printing and mailing to shareholders this Proxy Statement and
accompanying materials. In addition to the solicitation of
proxies by use of the mails, the directors, officers and
employees of the Company, without receiving additional
compensation, may solicit proxies personally or by telephone or
telegram. Arrangements will be made with brokerage firms and
other custodians, nominees and fiduciaries for the forwarding of
solicitation materials to the beneficial owners of the shares of
Common Stock held by such persons, and the Company will
reimburse such brokerage firms, custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred by
them in connection therewith.
VOTING
The Board of Directors has fixed the close of business on
March 31, 2005 as the record date (the Record
Date) for determination of shareholders entitled to notice
of and to vote at the Annual Meeting. As of the Record Date,
there were issued and outstanding 58,564,742 shares of
Common Stock. The holders of record of the shares of Common
Stock on the Record Date entitled to be voted at the Annual
Meeting are entitled to cast one vote per share on each matter
submitted to a vote at the Annual Meeting.
Proxies
Shares of Common Stock that are entitled to be voted at the
Annual Meeting and that are represented by properly executed
proxies will be voted in accordance with the instructions
indicated on those proxies. If no instructions are indicated,
those shares will be voted FOR the election of each of the nine
director nominees; FOR the ratification of the appointment of
Ernst & Young LLP as independent public accountants for
the year ending December 31, 2005; and, in the discretion
of the proxy holders, as to any other matters that may properly
come before the Annual Meeting. A shareholder who has executed
and returned a proxy may revoke it at any time prior to its
exercise at the Annual Meeting by executing and returning a
proxy bearing a later date; by filing with the Secretary of the
Company, at the address set forth above, a written notice of
revocation bearing a later date than the proxy being revoked; or
by voting the Common Stock covered thereby in person at the
Annual Meeting.
Vote Required
The presence of a majority of the issued and outstanding shares
of Common Stock entitled to vote, represented in person or by
proxy, is required for a quorum at the Annual Meeting. Holders
of shares of Common Stock are entitled to one vote at the Annual
Meeting for each share of Common Stock held of record on the
Record Date. In the election of directors, shareholders will not
be allowed to cumulate their votes. The nine nominees receiving
the highest number of votes will be elected. Accordingly,
abstentions and broker non-votes will not affect the outcome of
the election. Under Utah law, the proposal to ratify the
appointment of Ernst & Young LLP as the independent
auditors of the Company will be approved if the votes cast in
favor of the proposal exceed the votes cast in opposition. As a
result, abstentions and broker non-votes will not affect the
outcome of the voting on the proposal. Any other matter
presented for approval by the shareholders at the Annual Meeting
will generally be approved if the votes cast in favor of a
matter exceed the votes cast in opposition. As a result,
abstentions and broker non-votes generally will not affect the
outcome of any such matter.
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Directors elected at the Annual Meeting will serve until the
next annual meeting of shareholders and until their successors
are duly elected and qualified. Shareholders do not have
cumulative voting rights in the election of directors (each
shareholder is entitled to cast one vote for each share held for
each director). Unless authority is withheld, it is the
intention of the persons named in the enclosed form of proxy to
vote FOR the election as directors of the persons
identified below as nominees for director. Each of the nominees
is currently serving as a director. If for any reason the
candidacy of any one or more of the nominees is withdrawn, the
proxies will be voted FOR such other person or
persons, if any, as may be designated by the Board of Directors.
The Board has no reason to believe that any nominee herein named
will be unable or unwilling to serve.
Nominees for Director
The following paragraphs set forth information about each
nominee for election as a director.
JERRY C. ATKIN, 56, joined the Company in July 1974 as a
member of the Board of Directors and the Companys Director
of Finance. In 1975, Mr. Atkin assumed the office of
President and Chief Executive Officer. Mr. Atkin was
elected Chairman of the Board in 1991. Prior to employment by
the Company, Mr. Atkin was employed by a public accounting
firm and is a certified public accountant. Mr. Atkin
currently serves as a director of Zions Bancorporation, a Utah
bank holding company.
J. RALPH ATKIN, 61, was a founder of the Company and
served as President and Chief Executive Officer from 1972 to
1975. Mr. Atkin served as Chairman of the Board from 1972
to 1991. From 1984 to 1988, Mr. Atkin served as Senior Vice
President of the Company. Mr. Atkin presently serves as the
Chief Executive Officer of Ghana International Airlines, an
early-stage enterprise currently exploring the funding and
operation of an airline in Africa. Mr. Atkin served as
Chief Executive Officer of EuroSky, a company organized to
explore the feasibility of a regional airline in Austria, during
1994 and 1995. From March 1991 to January 1993, Mr. Atkin
was Director of Business and Economic Development for the State
of Utah. Mr. Atkin is an attorney and has served as a
director of the Company since 1972.
SIDNEY J. ATKIN, 70, was elected Vice Chairman of the
Board in 1988. From 1984 to 1988, Mr. Atkin served as
Senior Vice President of the Company. From 1958 to 2002,
Mr. Atkin was the President of Sugarloaf Corp., a Utah
corporation involved in the operation of restaurants and motels.
Mr. Atkin is currently retired, and has served as a
director of the Company since 1973.
MERVYN K. COX, 68, is an orthodontist engaged in private
practice and is also engaged in the development and management
of real estate. Mr. Cox has served as a director of the
Company since 1974.
IAN M. CUMMING, 64, currently serves as the Chairman of
the Board and Chief Executive Officer of Leucadia National
Corporation, a diversified financial services holding company
principally engaged in personal and commercial lines of property
and casualty insurance, banking and lending and manufacturing.
2
Mr. Cumming is also Chairman of the Board of the Finova
Group, Inc., a middle-market lender and a director of MK
Resources Co., a gold mining and exploration company and HomeFed
Corp., a real estate investment and development company.
Mr. Cumming has served as a director of the Company since
1986.
STEVEN F. UDVAR-HAZY, 59, is currently Chairman of the
Board and Chief Executive Officer of International Lease Finance
Corporation, a wholly owned subsidiary of American International
Group, Inc., which leases and finances commercial jet aircraft
worldwide. Mr. Udvar-Hazy has been engaged in aircraft
leasing and finance for more than 36 years.
Mr. Udvar-Hazy has served as a director of the Company
since 1986.
HYRUM W. SMITH, 61, is the co-founder and Vice Chairman
of Franklin Covey Co., a publicly held learning and performance
solutions company dedicated to increasing the effectiveness of
individuals and organizations. Mr. Smith was the Chief
Executive Officer of Franklin Covey Co. from February 1997 to
March 1998, a position he also held from April 1991 to September
1996. Mr. Smith was Senior Vice President of Franklin Quest
Co. from December 1984 to April 1991. Franklin Covey Co. was
formerly known as Franklin Quest Co. prior to its merger with
the Covey Leadership Center, Inc. in May 1997. Mr. Smith
has served as a director of the Company since 1995.
ROBERT G. SARVER, 43, is the Chairman of the Board and
Chief Executive Officer of Western Alliance Bancorporation, a
commercial bank holding company doing business in Nevada,
California and Arizona, and the managing partner of the Phoenix
Suns, a professional basketball team. Mr. Sarver served as
Chairman of the Board and Chief Executive Officer of California
Bank and Trust from 1995 to 2001. Prior to 1995, he served as
the President of National Bank of Arizona. Mr. Sarver is
also an executive director of Southwest Value Partners, a real
estate investment company, and is a director of Meritage
Corporation, a builder of single-family homes. Mr. Sarver
has served as a director of the Company since January 2000.
W. STEVE ALBRECHT, 58, is the Associate Dean and
Arthur Andersen Professor of Accounting, Marriott School of
Management, Brigham Young University, and has been with Brigham
Young University since 1977. Mr. Albrecht is a certified
public accountant (CPA), certified internal auditor (CIA), and
certified fraud examiner (CFE). Mr. Albrecht previously
taught at Stanford University and the University of Illinois.
Mr. Albrecht has served in various leadership positions,
including president of the American Accounting Association,
Association of Certified Fraud Examiners and Beta Alpha Psi; as
a member of COSO and the Institute of Internal Auditors Board of
Regents; and currently serves on the governing council of the
AICPA and on FASAC, the advisory group to the FASB.
Mr. Albrecht serves on the board of directors of ICON
Health & Fitness, Red Hat, Inc. and Cypress
SemiConductor. Mr. Albrecht has been a director of the
Company since May 2003.
The Board of Directors recommends that shareholders
vote FOR each of the foregoing nominees.
Meetings and Committees
During the year ended December 31, 2004, the Board of
Directors held five meetings. All members attended at least 75%
of all board meetings and applicable committee meetings held
during the year.
The Board of Directors has a Compensation Committee that reviews
and establishes compensation for the Companys officers,
except the Chief Executive Officer, whose compensation is
approved by the Board of Directors upon recommendation of the
Compensation Committee. The Compensation Committee also approves
the amount of contributions to the employees retirement
plan and administers the Companys stock option plans. The
members of the Compensation Committee currently are J. Ralph
Atkin, Chairman, Hyrum W. Smith, Steven F. Udvar-Hazy and Sidney
J. Atkin. The Compensation Committee met three times during the
year ended December 31, 2004.
The Board of Directors has an Audit and Finance Committee that
is responsible for oversight of managements conduct of the
Companys financial reporting process. The Audit and
Finance Committee has responsibility for overseeing (i) the
financial reports and other financial information provided by
the Company to governmental or regulatory bodies, the public or
other users, (ii) the Companys systems of internal
accounting and financial controls, and (iii) the annual
independent audit of the Companys financial
3
statements. The Audit and Finance Committee operates under a
written Audit and Finance Committee Charter adopted by the
board, a copy of which was attached as Appendix A to the
Companys 2004 Proxy Statement filed with the Securities
and Exchange Commission (the SEC) on April 7,
2004. The members of the Audit and Finance Committee are W.
Steve Albrecht, Chairman, Ian M. Cumming, Mervyn K. Cox and
Robert G. Sarver. Each member of the Audit and Finance Committee
is an independent director for purposes of the Marketplace Rules
of the Nasdaq National Market on which the Common Stock is
currently quoted. The Board of Directors has determined that W.
Steve Albrecht, who serves on the Audit and Finance Committee,
is an audit committee financial expert as defined by
Item 401(h) of Regulation S-K under the Securities
Exchange Act of 1934, as amended (the Exchange Act).
The Audit and Finance Committee met seven times during the year
ended December 31, 2004.
The Board of Directors has a Nominating and Governance Committee
that recommends to the Board of Directors nominees for election,
as well as the amount of director compensation. The Nominating
and Governance Committee operates under a written Nominating and
Governance Committee Charter adopted by the Board of Directors,
a copy of which was attached as Appendix B to the
Companys 2004 Proxy Statement filed with the SEC on
April 7, 2004. The charter is not available on the
Companys website. The Nominating and Governance Committee
will consider recommendations for director nominees by
shareholders if the names of those nominees and relevant
biographical information are properly submitted in writing to
the Secretary of the Company in the manner described for
shareholder nominations below under the heading Proposals
of Security Holders for 2006 Annual Meeting. Director
nominees must have a strong professional or other background, a
reputation for integrity and responsibility, and experience
relevant to the Company. The nominee must be able to commit
appropriate time to prepare for, attend and participate in all
board and applicable committee meetings and the annual meeting
of shareholders and must not have any conflicts of interest with
the Company. The Nominating and Governance Committee will also
require some director nominees to be independent as defined
under the NASD listing standards. All nominees, whether
submitted by a shareholder or the Nominating and Governance
Committee, will be evaluated in the same manner. The members of
the Nominating and Governance Committee are Mervyn K. Cox,
Chairman, Sidney J. Atkin, Ian M. Cumming and Hyrum W. Smith.
The Nominating and Governance Committee met once during the year
ended December 31, 2004.
Code of Ethics
The Company has not yet adopted a code of ethics for its
principal executive officer and principal financial officer. The
Company is, however, in the process of developing a code of
ethics and intends to adopt a code of ethics at its next board
meeting.
Shareholder Communication with the Board of Directors
The Board of Directors allows shareholders to send
communications to the board through its Nominating and
Governance Committee. All communications, except those related
to shareholder proposals that are discussed below under the
heading Proposals of Security Holders for 2006 Annual
Meeting, must be sent to the Chairman of the Nominating
and Governance Committee at the SkyWest Corporate Offices, 444
South River Road, St. George, Utah 84790. All Board members are
strongly encouraged to attend the Annual Meeting of
Shareholders. All Board members were present at the 2004 Annual
Meeting of Shareholders.
Family Relationships
J. Ralph Atkin and Sidney J. Atkin are brothers. Jerry C.
Atkin is their nephew.
4
EXECUTIVE OFFICERS
In addition to Jerry C. Atkin, the President and Chief Executive
Officer of the Company, certain information is furnished with
respect to the following executive officers of the Company. The
following officers are elected at the meeting of the Board of
Directors held immediately after the Annual Meeting and hold
office for one year.
RON B. REBER, 51, has served in various capacities since
joining the Company in 1977. Mr. Reber is currently
Executive Vice President of the Company and Chief Operating
Officer of SkyWest Airlines, Inc., a wholly owned subsidiary of
the Company, with general responsibility for flight operations,
maintenance, customer service, market planning, marketing,
revenue control and pricing.
BRADFORD R. RICH, 43, joined the Company in 1987 as
Corporate Controller. Mr. Rich is a certified public
accountant and was previously employed by an international
public accounting firm. Mr. Rich is currently Executive
Vice President, Chief Financial Officer and Treasurer of the
Company, with responsibility for financial accounting, treasury,
public reporting, investor relations, internal audit, risk
management, contracts and information technology.
EXECUTIVE COMPENSATION
Compensation of Executive Officers
The following table provides certain summary information for the
three calendar years ending December 31, 2004 concerning
the compensation paid or accrued by the Company and its
subsidiaries to or on behalf of the Companys Chief
Executive Officer and each of the other executive officers of
the Company whose annual salary and bonus exceeded $100,000
(collectively, the Named Executive Officers).
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Long-Term | |
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Annual Compensation | |
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Awards | |
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Securities | |
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Compensation | |
Name and Position |
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Year | |
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($) | |
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($) | |
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(#) | |
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($)(1) | |
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Jerry C. Atkin
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2004 |
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334,000 |
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313,600 |
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104,000 |
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77,712 |
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Chairman, President and Chief
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2003 |
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334,000 |
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222,100 |
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104,000 |
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66,732 |
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Executive Officer
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2002 |
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315,000 |
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236,300 |
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104,000 |
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66,156 |
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Ron B. Reber
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2004 |
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216,000 |
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202,800 |
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50,000 |
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50,256 |
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Executive Vice President and Chief
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2003 |
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216,000 |
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144,000 |
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50,000 |
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43,200 |
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Operating Officer of SkyWest
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2002 |
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203,000 |
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152,300 |
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50,000 |
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42,626 |
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Airlines, Inc.
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Bradford R. Rich
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2004 |
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205,000 |
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192,500 |
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50,000 |
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47,700 |
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Executive Vice President,
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2003 |
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205,000 |
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136,000 |
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50,000 |
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40,920 |
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Chief Financial Officer and Treasurer
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2002 |
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187,000 |
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140,300 |
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50,000 |
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39,276 |
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(1) |
Represents contributions by the Company to the 2002 Deferred
Compensation Plan on behalf of each of the respective Named
Executive Officers. |
5
Option Grants in Last Fiscal Year
The following table sets forth individual grants of stock
options made to the Named Executive Officers during the year
ended December 31, 2004.
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Number of | |
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Potential Realizable Value at | |
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Securities | |
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Stock Price Appreciation for | |
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Options | |
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Options Granted | |
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Exercise | |
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Option Term | |
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Granted(#) | |
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to Employees in | |
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Expiration | |
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(1) | |
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Fiscal Year | |
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Date | |
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5% | |
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10% | |
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Jerry C. Atkin
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104,000 |
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9.1 |
% |
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$ |
19.18 |
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2/4/14 |
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$ |
1,254,469 |
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$ |
3,179,070 |
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Ron B. Reber
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50,000 |
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4.4 |
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19.18 |
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2/4/14 |
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603,110 |
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1,528,399 |
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Bradford R. Rich
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50,000 |
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4.4 |
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19.18 |
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2/4/14 |
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603,110 |
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1,528,399 |
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(1) |
All options were granted under the Companys Executive
Stock Option Plan and become exercisable on February 3,
2007. |
Aggregated Option Exercises in Last Fiscal Year and Year-End
Option Values
The following table sets forth the aggregate value of
unexercised options to acquire shares of Common Stock held by
the Named Executive Officers on December 31, 2004. No
options were exercised during the year ending December 31,
2004.
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Number of Securities | |
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Value of Unexercised | |
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Underlying Unexercised | |
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In-the-Money Options at | |
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Options at Year-End | |
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Year-End($)(1) | |
|
|
| |
|
| |
|
|
Exercisable(1)/ | |
|
Exercisable/ | |
Name |
|
Unexercisable | |
|
Unexercisable | |
|
|
| |
|
| |
Jerry C. Atkin
|
|
|
520,000/312,000 |
|
|
|
$1,448,928/$1,078,480 |
|
Ron B. Reber
|
|
|
134,000/150,000 |
|
|
|
$0/$518,500 |
|
Bradford R. Rich
|
|
|
302,000/150,000 |
|
|
|
$1,419,684/$518,500 |
|
|
|
(1) |
Calculated based on the difference between the exercise price
and the price of a share of Common Stock on December 31,
2004, which was $20.06 as reported on the Nasdaq National Market. |
Director Compensation
All directors, except Jerry C. Atkin, receive a fee of $1,400
for each board meeting attended, $700 for each committee meeting
attended and an additional $21,000 as an annual retainer. The
vice-chairman of the Board of Directors, the chairman of the
Compensation Committee and the chairman of the Nominating and
Governance Committee also receive an additional $1,400 annually,
and the chairman of the Audit and Finance Committee receives an
additional $10,000 annually. Directors of the Company are also
eligible to participate in the Companys Executive Stock
Option Plan. During the year ended December 31, 2004, the
Company granted to each non-employee director an option to
purchase 8,000 shares of Common Stock at an exercise price
of $19.18 per share.
In addition to the director compensation described above, the
Company has engaged Steven F. Udvar-Hazy, a director of the
Company, to provide consulting services relating to commercial
aviation industry conditions, trends and development. The
Company pays Mr. Udvar-Hazy an annual consulting fee of
$6,000 for those services. The Company also pays the premiums
attributable to the participation of J. Ralph Atkin in the
Companys health insurance plan, which totaled $8,776
during the year ended December 31, 2004.
6
Compensation Committee Interlocks and Insider
Participation
The members of the Compensation Committee for the year ended
December 31, 2004 were J. Ralph Atkin, who served as
Chairman, Steven F. Udvar-Hazy, Hyrum W. Smith, and Sidney J.
Atkin. J. Ralph Atkin was the founder of the Company and
served as President and Chief Executive Officer of the Company
from 1972 to 1975. From 1984 to 1988, J. Ralph Atkin also served
as Senior Vice President of the Company.
Certain Relationships and Related Party Transactions
Jerry C. Atkin, the Companys President, Chief Executive
Officer and Chairman of the Board, serves as a director of Zions
Bancorporation. The Company maintains a line of credit and
certain bank accounts with Zions First National Bank
(Zions), an affiliate of Zions Bancorporation. The
aggregate balance in the Companys accounts maintained with
Zions as of December 31, 2004 was $92,381,000. Zions is an
equity participant in leveraged leases on two Bombardier
regional jets operated by the Company, and Zions provides
investment administrative services to the Company for which the
Company paid approximately $241,000 during the year ended
December 31, 2004.
Hyrum W. Smith, a director of the Company, owns approximately
40% of the outstanding shares of Soltis Investment Advisors,
Inc. (Soltis), a registered investment advisor.
Soltis provides cash management advisory services for a portion
of the Companys corporate cash programs, and also provides
advisory services to the Companys 401(k) retirement plan
and deferred compensation plan. Soltis does not receive any
payments directly from the Company for any these services.
However, in the case of the corporate cash funds, Soltis
receives commissions from the investment management companies
with whom the funds are invested, which commissions totaled
$196,126 during the year ended December 31, 2004. In the
case of the Companys 401(k) plan, the plan participants,
through deductions from their accounts, pay Soltis for advisory
services. Soltis received $195,000 during the year ended
December 31, 2004 for services provided to the
Companys 401(k) plan. With respect to the deferred
compensation plan, Soltis provides consulting services to the
third-party advisor and recordkeeper of the plan (which is not
affiliated with the Company or Soltis), and received $20,000
from the third-party advisor during the year ended
December 31, 2004. The above-described payments received by
Soltis represent approximately 15% of Soltis revenues for
the 2004 year.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Exchange Act requires the
Companys executive officers and directors to file initial
reports of ownership and reports of changes in ownership with
the SEC. Executive officers and directors are required by SEC
regulations to furnish the Company with copies of all
Section 16(a) forms they file. Based solely upon a review
of the copies of those forms furnished to the Company and
written representations from the Companys executive
officers and directors, the Company believes that all
Section 16(a) forms required to be filed by the
Companys executive officers and directors during the year
ended December 31, 2004 were filed timely.
7
REPORT OF THE AUDIT AND FINANCE COMMITTEE
The following is the report of the Audit and Finance Committee
with respect to the Companys consolidated financial
statements for the year ended December 31, 2004.
The Audit and Finance Committee assists the Board of Directors
in fulfilling its oversight responsibilities by reviewing
(i) the financial reports and other financial information
provided by the Company to governmental or regulatory bodies,
the public or other users, (ii) the Companys systems
of internal accounting and financial controls and (iii) the
annual independent audit of the Companys financial
statements. The Audit and Finance Committee is composed of four
outside directors, each of whom is an independent director for
purposes of the Marketplace Rules of the Nasdaq National Market.
All members of the Audit and Finance Committee are financially
literate and the chairman of the Audit and Finance Committee has
accounting or related financial management expertise.
The Audit and Finance Committee has reviewed and discussed the
audited financial statements of the Company with management. The
Audit and Finance Committee has discussed with the independent
auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards,
AU § 380). The Audit and Finance Committee has
received the written disclosures and the letter from the
independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees) and
has discussed with the independent accountant the independent
accountants independence. Based on that review and those
discussions, the Audit and Finance Committee has recommended to
the Board of Directors that the audited financial statements be
included in the Companys Annual Report on Form 10-K
for the year ended December 31, 2004.
|
|
|
AUDIT AND FINANCE COMMITTEE: |
|
|
W. Steve Albrecht, Chairman |
|
Ian M. Cumming |
|
Mervyn K. Cox |
|
Robert G. Sarver |
8
REPORT OF THE COMPENSATION COMMITTEE
Notwithstanding anything to the contrary set forth in any of
the Companys previous filings under the Securities Act of
1933, as amended (the Securities Act), or the
Exchange Act that incorporate by reference, in whole or in part,
subsequent filings, including, without limitation, this Proxy
Statement, the following report of the Compensation Committee
and the performance graph set forth on page 13 hereof shall
not be deemed to be incorporated by reference into any such
filings.
The rules of the SEC addressing disclosure of executive
compensation in proxy statements require the Compensation
Committee to include in this Proxy Statement a report from the
Compensation Committee addressing, with respect to the most
recently completed fiscal period, (a) the Companys
policies regarding executive compensation generally,
(b) the factors and criteria considered in setting the
compensation of the Companys Chief Executive Officer,
Jerry C. Atkin, and (c) any relationship between such
compensation and the Companys performance.
The Companys executive compensation program is
administered by the Compensation Committee, which is responsible
for establishing the policies governing the Companys
compensation program and the amount of compensation for each of
the Companys executive officers. The Compensation
Committee has oversight responsibility for all executive
compensation and executive benefit programs of the Company.
Compensation Committee Report on Executive Compensation
The Compensation Committee regularly reviews and approves
decisions with respect to compensation of the Companys
officers and other employees. The Board of Directors has
appointed four independent directors to serve on the
Compensation Committee and empowered the Compensation Committee
to
|
|
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|
|
Recommend CEO compensation to the board; |
|
|
|
Approve all other executive officer compensation; |
|
|
|
Approve company-wide and executive officer incentive/bonus plans
and profit sharing/retirement contributions; |
|
|
|
Review Company compensation packages as a whole; and |
|
|
|
Administer the Companys various stock-based incentive
plans. |
Executive Compensation Policies
The Companys executive compensation policies, as endorsed
by the Compensation Committee, have been designed to provide a
balanced compensation program that will assist the Company in
its efforts to attract, motivate and retain talented executives
who the Compensation Committee and senior management believe are
important to the Companys long-term financial success. The
Company seeks to accomplish this goal by providing a
compensation program that, in the judgment of the Compensation
Committee and senior management,
|
|
|
|
|
is competitive with compensation programs offered by the
Companys primary competitors and by other comparable
companies; |
|
|
|
integrates certain compensation elements with the Companys
financial performance by linking an incentive plan to the
Companys net income as well as other corporate and
operational goals; and |
|
|
|
links certain compensation elements with an opportunity to own
Common Stock so that Company executives will have a personal
interest in the increase in share value and, as a result, have
common interests with the Companys shareholders. |
The Compensation Committee believes that each of these factors
is important to the long-term financial success of the Company.
In designing and implementing the individual components of the
Companys executive compensation program, the Company seeks
a balance among these factors that will vary depending on the
level of policy-making and operational responsibility of the
executive. The Compensation Committee
9
and senior management annually review the structure of the
Companys executive compensation program to ensure that
these goals are being accomplished.
Executive Compensation Program
The components of the Companys current executive
compensation program include salary, annual cash incentive bonus
awards and long-term incentive plans in the form of stock option
plans and deferred compensation plans.
Salaries and Cash Incentive Bonus Awards
The Compensation Committee establishes the salaries and bonus
awards for all executive officers, except the CEO, whose salary
and annual bonus award it recommends for approval by the full
Board. The salary and bonus award levels are established and
adjusted annually based on factors such as competitive trends,
annual inflation rates, overall financial performance of the
Company and individual performance of the executive officers.
The base salary for the executive officers is generally fixed
below industry average levels with the opportunity to receive
annual bonuses that would make total compensation comparable.
The Companys annual bonus awards to its executive
officers, which are reflected in the Summary Compensation Table,
are based on the financial performance of the Company together
with subjective and objective performance criteria.
At the beginning of each fiscal year, the Compensation Committee
establishes cash bonus award guidelines based on the
Companys earnings. Commencing in 1999, the Company adopted
an incentive plan for all officers, including executive
officers, pursuant to which a bonus was paid to the
Companys President, two Executive Vice Presidents, and ten
Vice Presidents and other management personnel; subject,
however, to the discretionary authority of the Board of
Directors and the Compensation Committee to vary the amounts or
percentages paid based on extraordinary performance, achievement
of (or failure to achieve) objectives and other similar factors.
For the year ended December 31, 2004, bonuses were paid to
the Companys officers based on the incentive plan as
adopted. A separate incentive bonus plan, paid quarterly, was in
effect for all other employees employed at least two years.
Employee Retirement Plan 401(k)
The Company maintains the SkyWest Airlines Employee Retirement
Plan (the Retirement Plan), which is a defined
contribution plan, for the benefit of employees who have
completed at least 90 days of service with the Company. The
Retirement Plan is qualified under Sections 401(a) and
(k) of the Internal Revenue Code (the Code).
The Retirement Plan provides for pre-tax participant
contributions and matching contributions by the Company, subject
to the requirements of Section 401(k) of the Code. The
Company may also make discretionary contributions for
participants without regard to participant contributions. The
Companys combined contributions to the Retirement Plan
were $9,700,000 for the year ended December 31, 2004. The
Companys officers are not eligible to participate in
matching contributions made by the Company under the Retirement
Plan.
Separate accounts are maintained for all contributions and
directed by participants among 16 types of investment funds. All
contributions to a participants account under the
Retirement Plan are non-forfeitable. The Retirement Plan permits
certain withdrawals and loans during service. Distributions from
the Retirement Plan are made upon termination either in a lump
sum or in annual installments over a period of up to ten years
(but in no event over a period exceeding five years following a
participants death).
10
Deferred Compensation Plans
|
|
|
2002 Deferred Compensation Plan |
Effective December 1, 2002, the Board of Directors adopted
the SkyWest, Inc. 2002 Deferred Compensation Plan (the
2002 Deferred Compensation Plan). The principal
purpose of the 2002 Deferred Compensation Plan is to provide
deferred compensation to executive employees of the Company,
including the Companys Chief Executive Officer, who are
designated by the Compensation Committee. Under the 2002
Deferred Compensation Plan, each participating executive is
permitted to irrevocably elect to defer the receipt of all or a
portion of his or her compensation related to the applicable
plan year, subject to reductions required to satisfy tax
withholding requirements. In addition, the Company may make
discretionary contributions to the participating
executives accounts. For the year ended December 31,
2004, the Company contributed to the 2002 Deferred Compensation
Plan 12% of the compensation paid to participating executives
during the year. Participants in the 2002 Deferred Compensation
Plan are not eligible for matching contributions under the
Retirement Plan. Accounts maintained under the 2002 Deferred
Compensation Plan represent obligations of the Company to pay to
each participating executive his or her applicable account
balances upon the termination of his or her participation in the
2002 Deferred Compensation Plan, the termination of the 2002
Deferred Compensation Plan or the occurrence of other specified
events such as the participating executives death or a
change in control of the Company.
|
|
|
Executive Deferred Compensation Plan |
Before the adoption of the 2002 Deferred Compensation Plan, the
Company maintained the Executive Deferred Compensation
Plan (the Deferred Compensation Plan). Under the
terms of the Deferred Compensation Plan, the Company contributed
to the Deferred Compensation Plan 12% of the compensation paid
to the officers of the Company during the prior calendar year.
Under the Deferred Compensation Plan, the Company maintained
split dollar life insurance policies on the lives of
participants. The officers were the owners of the policy, and
the Company was responsible for payment of premiums. The
premiums were recoverable by the Company and would be paid to
each participant as deferred compensation following termination
of employment. The earnings under the policies and death
proceeds of policies would be paid to participants or to a
designated beneficiary. Participants in the Deferred
Compensation Plan were not eligible for matching contributions
under the Companys Retirement Plan. Effective
December 1, 2002, in connection with the adoption of the
2002 Deferred Compensation Plan described above, the Company
suspended further funding of the Deferred Compensation Plan. As
of December 31, 2003 all participants except Bradford R.
Rich have terminated participation in this plan, and the related
funds have been rolled into the 2002 Deferred Compensation Plan.
Stock Option Plans
The Companys Amended and Combined Incentive and
Non-statutory Stock Option Plan was adopted by the Board of
Directors in April 1991 (the 1991 Plan) and approved
by the shareholders of the Company in August 1991. The Plan
provided for the grant of options to purchase shares of Common
Stock, which were either incentive stock options
(Incentive Stock Options), as that term is defined
in the Code, or non-statutory stock options (Non-statutory
Options).
In August 2000, the Companys shareholders approved the
adoption of the SkyWest, Inc. Executive Stock Incentive Plan
(the Executive Plan). The Executive Plan became
effective January 1, 2001. The Executive Plan replaced the
1991 Plan; however, all outstanding options under the 1991 Plan
as of January 1, 2001 remained outstanding, but no further
grants have been or will be made under the 1991 Plan. The
Executive Plan provides for the issuance of up to
4,000,000 shares of Common Stock to officers, directors and
other management employees.
The Compensation Committee has complete authority to determine
the persons to whom and the time or times at which grants of
options under the Executive Plan will be made, whether those
options will be Incentive Stock Options or Non-statutory
Options, the exercise price, term, restrictions on exercise and
transferability and vesting schedules, all of which are set
forth in a Stock Option Agreement. In no event,
11
however, may the exercise price of an Incentive Stock Option be
less than the fair market value of a share of Common Stock on
the date of grant or exercisable after the expiration of ten
years from the date of grant, and no option may be exercisable
before six months have lapsed from the date of grant (except in
the case of death or disability). In considering the grant of
options to executive officers, the Compensation Committee takes
into consideration such factors as the projected value of the
Common Stock in the future based on the Company achieving its
performance goals, the executive officers current salary
and the overall performance of the Company. The Compensation
Committee attempts to award options in an amount that will
provide executive officers with options that will have a value
in the future equal to a targeted percentage of the
officers base salaries if the Companys performance
goals are met during the vesting period.
Chief Executive Officer Compensation
Using the process and criteria discussed above, effective
January 1, 2004, the Compensation Committee recommended and
the Board of Directors set Jerry C. Atkins annual base
salary at $334,000 and established guidelines for the payment of
an annual bonus award based on the Companys net income and
also subject to achieving other non-financial objectives. After
the end of the year ended December 31, 2004, the
Compensation Committee awarded Mr. Atkin a $313,600 bonus
based on the Companys performance during the year.
Mr. Atkins bonus is formula-driven and based on the
net income of the Company. The Compensation Committee has the
discretion to adjust Mr. Atkins formula-driven bonus
up or down but did not do so for the year ended
December 31, 2004. The Compensation Committee also awarded
to Mr. Atkin options to purchase up to 104,000 shares
of Common Stock based on the criteria described above.
|
|
|
COMPENSATION COMMITTEE |
|
|
J. Ralph Atkin, Chairman |
|
Steven F. Udvar-Hazy |
|
Hyrum W. Smith |
|
Sidney J. Atkin |
12
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative shareholder
return on the Common Stock from December 31, 1999 through
December 31, 2004 against the cumulative total return on
the Composite Index for the Nasdaq Stock Market
(U.S. Companies) and a peer group index composed of
passenger airlines, the members of which are identified below
(the Peer Group), for the same period. The graph
assumes an initial investment of $100.00 with dividends
reinvested.
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|
INDEXED RETURNS | |
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Years Ending | |
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Base |
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| |
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Period |
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Dec. | |
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Dec. | |
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Dec. | |
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Dec. | |
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Dec. | |
|
Company Name/ Index |
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|
Dec. 1999 |
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2000 | |
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2001 | |
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2002 | |
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2003 | |
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2004 | |
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| |
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| |
|
SKYWEST INC
|
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100 |
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|
206.09 |
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|
183.09 |
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94.47 |
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131.30 |
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146.74 |
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NASDAQ COMPOSITE
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100 |
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60.31 |
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47.84 |
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33.07 |
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49.45 |
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53.81 |
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PEER GROUP
|
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100 |
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127.64 |
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88.51 |
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50.69 |
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67.95 |
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61.43 |
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The Peer Group consists of regional and major passenger airlines
with U.S. operations that have equity securities traded in
the United States markets. The members of the Peer Group are:
Airtran Holdings, Inc.; Alaska Air Group, Inc.; America West
Holding Corp.; AMR Corp.; ATA Holdings Corp.; Continental
Airlines, Inc.; Delta Air Lines, Inc.; ExpressJet Holdings,
Inc.; FLYi, Inc.; Frontier Airlines, Inc.; Great Lakes Aviation
Ltd.; Hawaiian Holdings, Inc.; JetBlue Airways Corp.; Mesa Air
Group, Inc.; Midway Airlines Corp.; Midwest Air Group, Inc.;
Northwest Airlines Corp.; Pinnacle Airlines Corp.; Republic
Airways Holdings, Inc.; Southwest Airlines Co.; UAL Corp.; US
Airways Group, Inc.; and Vanguard Airlines, Inc.
Source: Standard and Poors Investment Service
13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of February 18, 2005,
information with respect to the shares of Common Stock owned
beneficially by each director or nominee for director, each
Named Executive Officer, all executive officers and directors as
a group and each person known by the Company to be a beneficial
owner of more than 5% of the outstanding shares of Common Stock.
Except as otherwise indicated below, each person named has sole
voting and investment power with respect to the shares
indicated. Except as otherwise set forth below, the business
address of the following beneficial owners and members of
management is the SkyWest Corporate Office located at 444 South
River Road, St. George, Utah 84790.
|
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Amount and Nature | |
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|
of Beneficial | |
|
Percentage of | |
Name and Address of Beneficial Owner |
|
Ownership | |
|
Class(1) | |
|
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| |
|
| |
Barclays Global Investors NA
|
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|
3,887,245 |
|
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|
6.6 |
% |
|
45 Freemont St 17th Floor |
|
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|
San Francisco, CA 94105 |
|
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Jerry C. Atkin(2)
|
|
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2,405,500 |
|
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|
4.1 |
% |
Sidney J. Atkin(3)
|
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|
1,520,999 |
|
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|
2.6 |
% |
Mervyn K. Cox(4)
|
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417,621 |
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* |
|
Bradford R. Rich(5)
|
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359,013 |
|
|
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* |
|
Ron B. Reber(6)
|
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209,026 |
|
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* |
|
Ian M. Cumming(7)
|
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66,000 |
|
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* |
|
J. Ralph Atkin(7)
|
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50,000 |
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* |
|
Robert G. Sarver(8)
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49,000 |
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* |
|
Steven Udvar-Hazy(7)
|
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48,600 |
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* |
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Hyrum W. Smith(7)
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48,000 |
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* |
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W. Steve Albrecht
|
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0 |
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* |
|
All Executive Officers and Directors as a group (11 persons)(9)
|
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5,173,759 |
|
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8.6 |
% |
|
|
* |
Represents less than 1% of total outstanding shares. |
|
(1) |
Based on total outstanding shares of 58,564,742 as of
March 31, 2005. |
|
(2) |
Includes 948,935 shares held by Mr. Atkin as trustee
of a trust, 828,579 shares held by Mr. Atkins
wife as trustee of a trust, and 624,000 shares issuable
upon exercise of options. |
|
(3) |
Includes 1,145,500 shares held by a family limited
partnership of which Mr. Atkin and his wife are the general
partners, 327,361 shares held by Mr. Atkin as trustee
of a trust for the benefit of his family, 138 shares held
by his wife and 48,000 shares issuable upon exercise of
options. |
|
(4) |
Includes 199,962 shares held by Mr. Coxs wife as
trustee of a trust, 19,264 shares held by
Mr. Coxs children, and 32,000 shares issuable
upon exercise of options. |
|
(5) |
Includes 352,000 shares issuable upon exercise of options. |
|
(6) |
Includes 184,000 shares issuable upon exercise of options. |
|
(7) |
Includes 48,000 shares issuable upon exercise of options. |
|
(8) |
Includes 32,000 shares issuable upon exercise of options. |
|
(9) |
Includes 1,464,000 shares issuable upon exercise of options. |
14
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF
AUDITOR
The Audit and Finance Committee has selected the firm of
Ernst & Young LLP (Ernst & Young),
independent certified public accountants, to audit the
consolidated financial statements of the Company for the fiscal
year ending December 31, 2005, subject to ratification by
the Companys shareholders. The Board of Directors
anticipates that one or more representatives of Ernst &
Young will be present at the Annual Meeting and will have an
opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.
The Board of Directors recommends that shareholders
vote FOR ratification of the appointment of
Ernst & Young as the Companys independent
auditor.
Audit Fees
The aggregate fees billed by Ernst & Young for
professional services rendered for the audit of the
Companys consolidated financial statements for the year
ended December 31, 2004 and for the review of the financial
statements included in the Companys Quarterly Reports on
Form 10-Q for such year were approximately $347,000. For
the year ended December 31, 2003, such fees billed by
Ernst & Young were approximately $154,000.
Audit-Related Fees
During the year ended December 31, 2004, Ernst &
Young billed the Company approximately $49,000 for audit-related
fees in connection with the review and audit of the
Companys 401(k) plan, as well as certain accounting
consultation services. For the year ended December 31,
2003, such fees billed by Ernst & Young were
approximately $14,500.
Tax Fees
During the year ended December 31, 2004, Ernst &
Young billed the Company approximately $38,500 for professional
services related to tax compliance, advice and planning. For the
year ended December 31, 2003, Ernst & Young did
not provide any such services.
All Other Fees
During the years ended December 31, 2003 and 2004,
Ernst & Young did not provide to the Company any
services other than those identified above.
All of the fees described above were approved by the Audit and
Finance Committee in accordance with the procedures outlined in
the following paragraph. The Audit and Finance Committee has
considered whether the provision of non-audit services is
compatible with maintaining the principal accountants
independence and has concluded that it is.
Pre-Approval Policies and Procedures
The Audit and Finance Committee pre-approves a schedule of audit
and non-audit services expected to be performed by
Ernst & Young in a given fiscal year. In addition, the
Audit and Finance Committee delegates authority to its Chairman
to pre-approve additional audit and non-audit services by
Ernst & Young (other than services that have been
generally pre-approved by the Audit and Finance Committee) in
the aggregate amounting to less than five percent of the amount
of the pre-approved audit fees for the applicable year. The
Chairman must report any such pre-approval decisions to the
Audit and Finance Committee at its next scheduled meeting.
During the year ended December 31, 2004, audit-related
services representing approximately $19,500, or approximately
49% of the aggregate amount of the Audit-Related
Fees identified above, were pre-approved by the Chairman
of the Audit and Finance Committee and subsequently reported to
the Audit and Finance Committee in accordance with the
procedures set forth above.
15
Change of Auditor
On March 31, 2003, the Company dismissed its former
independent auditors, KPMG LLP (KPMG), and,
effective April 7, 2003, selected Ernst & Young to
be its new independent auditors. The Companys actions were
approved by the Audit and Finance Committee.
KPMG was appointed as the Companys independent auditors on
June 24, 2002. In connection with KPMGs review of the
Companys consolidated financial statements as of and for
the three and nine-month periods ended September 30, 2002,
KPMG identified certain adjustments to the Companys
accounting for CRJ200 engine overhaul costs and related
agreements. Skywest and KPMG initially disagreed as to the
amount of the adjustments to be recorded in prior fiscal
periods. Following discussions between the Company and KPMG,
which discussions involved the Board of Directors and the Audit
and Finance Committee, those disagreements were ultimately
resolved through a re-audit and restatement of the
Companys consolidated financial statements as of and for
the year ended December 31, 2001 and KPMGs issuance
of their report with respect thereto. Additionally, the Company
restated its consolidated financial statements as of and for the
interim periods ended March 31 and June 30, 2002.
There has been no subsequent disagreement between the Company
and KPMG on any matter of accounting principles or practices,
financial statement disclosure, auditing scope or procedure,
which disagreement, if not resolved to KPMGs satisfaction,
would have caused KPMG to make reference to the subject matter
of such disagreement in connection with its reports. The Company
has authorized KPMG to respond fully to any inquiries of any
successor accountant concerning the subject matter of such
disagreements. There have occurred no reportable events as
defined in Item 304(a)(1)(V) of Regulation S-K
promulgated by the SEC.
The audit reports of KPMG on the Companys consolidated
financial statements for the fiscal years ended
December 31, 2002 and 2001 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting
principles, except as follows:
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KPMGs report on the Companys consolidated financial
statements as of and for the year ended December 31, 2001
contained a separate paragraph stating that the Company
has restated the consolidated balance sheet as of
December 31, 2001, and the related consolidated statements
of income, stockholders equity and comprehensive income,
and cash flows and financial statement schedule for the year
then ended, which consolidated financial statements and
financial statement schedule were previously audited by other
independent auditors who have ceased operations. |
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KPMGs report on the Companys consolidated financial
statements as of and for the year ended December 31, 2002
contained a separate paragraph stating that the Company
changed its method of accounting for CRJ engine overhaul costs
from the accrual method to the direct expense method in
2002. |
During the two fiscal years ended December 31, 2002 and
2001, and the subsequent interim period through April 7,
2003, the Company did not consult with Ernst & Young
regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.
The Company provided a copy of the foregoing disclosures to KPMG
in connection with the Companys filing of a Current Report
on Form 8-K, dated April 7, 2003 (as amended on
April 9, 2003). A copy of KPMGs letter (as required
by Item 304(a)(3) of Regulation S-K) was filed as
Exhibit 16.1 to such Current Report.
16
OTHER MATTERS
Other Business
The Board of Directors does not know of any matter to be
presented at the Annual Meeting that is not listed in the Notice
of Annual Meeting and discussed above. If other matters should
come before the Annual Meeting, however, the proxyholders will
vote in accordance with their best judgment.
Proposals of Security Holders for 2006 Annual Meeting
Shareholders desiring to submit proposals for the Proxy
Statement for the 2006 Annual Meeting will be required to submit
them to the Company in writing on or before December 31,
2005. Any shareholder proposal must also be proper in form and
substance, as determined in accordance with the Exchange Act and
the rules and regulations promulgated thereunder. Proposals
should be addressed to Corporate Secretary, SkyWest, Inc., 444
South River Road, St. George, Utah 84790.
Other Security Holder Proposals for Presentation at the 2006
Annual Meeting
For any proposal that is not submitted for inclusion in the 2006
Proxy Statement but is instead sought to be presented directly
at the 2006 Annual Meeting, SEC rules permit management to vote
proxies in its discretion if the Company (1) receives
notice of the proposal before the close of business on
February 21, 2006, and advises shareholders in the 2006
Proxy Statement about the nature of the matter and how
management intends to vote on such matter; or (2) does not
receive notice of the proposal prior to the close of business on
February 21, 2006. Notices of intention to present
proposals at the 2006 Annual Meeting should be addressed to
Corporate Secretary, SkyWest, Inc., 444 South River Road, St.
George, Utah 84790.
Additional Information
A copy of the Companys Annual Report on Form 10-K for
the fiscal year ended December 31, 2004 will be furnished
without charge upon receipt of a written request. The exhibits
to that report will also be provided upon request and payment of
copying charges. Requests should be directed to Corporate
Secretary, SkyWest, Inc., 444 South River Road, St. George, Utah
84790.
Delivery of Documents to Security Holders Sharing an
Address
The Company delivers one proxy statement to each address where
multiple holders of its Common Stock reside, unless it has
received instructions from a shareholder to the contrary. The
Company will promptly deliver another proxy statement to any
holder of its Common Stock living at a shared address where it
has delivered only one proxy statement. Stockholders wishing to
receive another copy of the proxy statement may call Eric
Christensen at (435) 634-3000, or may deliver such request
in writing to Corporate Secretary, SkyWest, Inc., 444 South
River Road, St. George, Utah 84790.
17
PROXY
SKYWEST, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jerry C. Atkin, Bradford R. Rich and Eric D. Christensen, and
each of them, as proxies, with full power of substitution, and hereby authorizes them to represent
and vote, as designated below, all shares of Common Stock of SkyWest, Inc., a Utah corporation (the
Company), held of record by the undersigned on March 31, 2005 at the Annual Meeting of
Shareholders (the Annual Meeting) to be held at the SkyWest Corporate Offices, 444 South River
Road, St. George, Utah 84790, on Tuesday, May 3, 2005, at 11:00 a.m., local time, or at any
adjournment or postponement thereof, upon the matters set forth below, all in accordance with and
as more fully described in the accompanying Notice of Annual Meeting and Proxy Statement, receipt
of which is hereby acknowledged.
1. |
ELECTION OF DIRECTORS, each to serve until the next annual meeting of shareholders of the
Company and until their respective successors shall have
been duly elected and shall qualify. |
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o FOR all nominees
listed below (except as marked to the
contrary).
o WITHOUT AUTHORITY to vote for
all nominees listed below.
(INSTRUCTION: To withhold authority to vote for any individual nominee. strike a line through the nominees name in the list below.) |
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JERRY C. ATKIN
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J. RALPH ATKIN
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STEVEN F. UDVAR-HAZY
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IAN M. CUMMING
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W. STEVE ALBRECHT |
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MERVYN K. COX
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SIDNEY J. ATKIN
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HYRUM W. SMITH
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ROBERT G. SARVER |
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2. |
Ratification of the Appointment of Ernst & Young LLP to serve as the independent auditor of
the Company for the fiscal year ending December 31, 2005 |
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o For
o Against o Abstain |
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In their discretion, the proxies are authorized to vote upon such other business as may
properly come before the Annual Meeting. |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
DIRECTOR NOMINEES NAMED ABOVE AND THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS THE INDEPENDENT AUDITOR
OF THE COMPANY.
Please complete, sign and date this proxy where indicated and return it promptly in the
accompanying prepaid envelope.
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DATED:
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2005 |
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Signature |
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Signature if held jointly |
(Please sign above exactly as the shares are issued. When shares are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by authorized person.)