Allegiant Travel Company (ALGT) is the subject of the PX14A6G filing below. Mr. Chevedden is concerned that Allegiant Travel Company is requiring an in-person meeting during this Covid-19 pandemic, despite guidance to the contrary from the SEC. From Yahoo Finance:
ALGT second-quarter 2020 loss of $5.96 per share (excluding 11 cents from non-recurring items) was wider than the Zacks Consensus Estimate of a loss of $4.53. The company reported earnings of $4.33 per share in the year-ago quarter when air-travel demand was strong. However, with the advent of coronavirus the same plummeted and hurt second-quarter 2020 results.
Moreover, quarterly revenues of $133.3 million plunged 72.9% year over year but surpassed the Zacks Consensus Estimate of $125.9 million. The downtick was caused by 74.4% drop in passenger revenues.
Maybe Allegiant Travel is just requiring an in-person meeting in hopes of getting two or three more passengers? Could they actually be that desperate? I presume the more likely rationale is simply to make it more difficult for shareholders to attend. Next year, maybe Allegiant Travel will hold their AGM at the bottom of a remote mine? Time to bring back the Foxhole of the Year award? If you need another reason to vote against Montie Brewer and Gary Ellmer, consider that both have served longer than 10 years, so should not be considered independent.
Allegiant Travel Shareholder Alert
Allegiant Travel Company (ALGT)
Voluntary submission by John Chevedden, POB 2673 , Redondo Beach, CA 90278.
Shareholder since 2016.
Vote for Proposal No. 4 before August 4th
Shareholder Proposal Regarding Stockholder Right to Call a Special Meeting for the Owners of 10% of Company Stock
The current stock ownership threshold of 25% to call a special meeting can mean that more than 50% of shareholders must be contacted during a short window of time to simply call a special meeting. Many shareholders, who are convinced that a special meeting should be called, can make a small paperwork error that will disqualify them from counting toward the 25% ownership threshold that is now needed for a special meeting.
This is also an alert that management is attempting to prevent the votes from being counted on this proposal. In spite of the pandemic, management is insisting that Proposal 4 be presented in-person at the annual meeting. In other words if Proposal 4 is not presented in-person at the August 4 annual meeting management can claim that the votes need not be counted.
This is a case of management ignoring this Securities and Exchange Commission pandemic guidance, for no recognized reason, after being advised of it:
the staff encourages issuers, to the extent feasible under state law, to provide shareholder proponents or their representatives with the ability to present their proposals through alternative means, such as by phone, during the 2020 proxy season.
The management requirement of an in-person proposal presentation was conveyed by Robert Goldberg, Corporate Secretary. The Ellis Funk website has this information on Mr. Goldberg:
Rob performs regular legal services for a relatively small number of clients, in some cases effectively performing the function of in-house counsel. Services performed run the gamut of corporate representation – equity and debt financings, mergers and acquisitions, negotiation of commercial agreements, preparation of stockholder agreements, employment agreements, operating agreements, incentive compensation plans, corporate organizational documents and, for publicly held clients, 1934 Act annual, quarterly and current reports and proxy statements.
During his career, Rob has taken three different airlines public along with other companies. Noteworthy transactions include a half billion dollar public offering of common and preferred stock, negotiation of a billion dollar equipment purchase agreement and mergers involving publicly held companies.
It appears that the members of the Nomination Committee may ultimately be responsible for requiring an in-person presentation of Proposal 4.
The members are:
Vote for Proposal No. 4 before August 4th