47th Annual Meeting Q&A
Following are answers to the questions submitted by shareholders to the corporation prior to the 47th Annual Meeting. Unfortunately, due to the time constraints of the online annual meeting webcast, the Board and management were unable to answer these questions during the meeting.
Thank you to everyone who submitted questions. Please note that the questions are printed as submitted and have not been edited.
Q: Will questions only be allowed for the Board and Management? and not for the board candidates?
A. Due to the virtual format of the annual meeting, it was not possible to allow for the traditional Q&A set-up that is available at a live in-person meeting. The call out for questions at this year’s annual meeting were intended for shareholders to ask management or the board questions about the corporation.
Candidates for the Board are encouraged to openly engage with shareholders during the election period to promote their platforms and answer questions about their candidacy. During the annual meeting, board candidates are able to make a candidate speech, but due to time constraints and the meeting format, Kootznoowoo does not offer and has never offered participation of individual candidates during the annual meeting’s Q&A.
Q: Will questions only be allowed before the annual meeting and not during the annual meeting?
A: Due to the virtual format of the annual meeting, it was not feasible to accommodate a live Q&A period.
Q: We have shareholders that do not have access to the internet nor have email addresses to send questions from.
A: Shareholders who do not have access to online technology or email are welcome to, and often do, call the corporate office with any questions, concerns, or comments that they have.
Q: How much time will be allowed for the Q&A session during the annual meeting?
A: Despite our best efforts in planning and scheduling this year’s virtual annual meeting, due to the time constraints of the webcast, Kootznoowoo was not able to accommodate a live Q&A period. However, as stated in the annual meeting, the questions that were submitted by shareholders will be responded too with the answers being distributed to shareholders.
Q: This is always a big part of annual meetings when shareholders have the opportunity to ask questions.
A: Management and the Board agree that Q&A is an important portion of the annual meeting’s agenda. We look forward to being able to hear from shareholders and answer their questions in person. Unfortunately, COVID-19 has required everyone to adjust to how we normally conduct business and this year’s annual meeting was no exception. The Board and Management appreciate everyone’s patience and understanding as we join together to work through the challenges presented to us by the coronavirus.
Q: As a shareholder, how can I obtain the Board of Directors meeting minutes from the last two years?
A: A request to review minutes by shareholders should be made in writing and submitted directly to the corporate office for review. Once the requested minutes are available, the requesting shareholder is required to come into the office to view them on-site. The information is propriety to the corporation and not available for public distribution.
Q: How much did the second proxy solicitation mail out cost? And why was it sent later then the 2020 annual meeting timeline board approved date of July 22nd? *note I received the second proxy mail on August 25th. Also was the letter from Melissa Kookesh, Board Chair approved by the Board of Directors to be included in the second proxy mail out? Even thou according to the 2020 annual meeting timeline board approved said -Proxy card only.
A: As a private, for-profit corporation, Individual line item costs are proprietary to the corporation and are not released individually. However, we can confirm that the mailings did not exceed the Board-approved budget for the 47th Annual Meeting of Shareholders and proxy solicitation.
Kootznoowoo, Inc. takes seriously our responsibility to ensure that information that is provided during an active election is accurate. Section 3AAC 08.315 of the Alaska Corporate Code states that it is unlawful for ANCSA board candidates to solicit votes with false and misleading statements. The corporation will act when necessary to clarify or correct statements that fall into this category
Please note that it is not Kootznoowoo’s intention to interfere in any way with a shareholder’s right to express their opinion on issues of legitimate corporate concern. But, when a shareholder statement is materially false and misleading, Kootznoowoo will advise the shareholder that their activities are unlawful and request that they retract, delete, or correct the misleading statement or solicitation.
In this incident, the candidate did not do so and upon the advice of Kootznoowoo’s General Legal Counsel, in the interest of ensuring a fair election and proxy solicitation process, Kootznoowoo sent shareholders notice of clarification regarding the false and misleading solicitation and a blank proxy for those shareholders that had not yet voted or for those who would like to revote their proxy.
The Kootznoowoo Bylaws also describe at Sections 3.3.5.2.4 and 3.3.5.2.5 enforcement of materially false and misleading statements. Per the bylaws in section 3.3.5.1.2 which states the corporation may provide as many mailings and other methods of solicitation for it proxy materials as it deems necessary.
Q: I am wondering what the due process is to have a vote to the owners pertaining to the question: Should we have term limits inserted on our next annual ballot 2021?
Kootznoowoo is committed to holding fair elections that provide each shareholder who chooses to run for a seat on the Board, fair and equal opportunity to be elected. Unlike other corporations, we do not have a board slate nor does the corporation endorse any individual candidate in addition to only allowing for directed voting. We leave the decision of who to vote for to every shareholder, who has the right to support whomever they chose whether it be a candidate listed on the corporate or independent proxy or as a write-in candidate. As a result, the Board is not considering any question or action in regard to term limits as it has not been brought forward for consideration.
However, Section 2.13 of the Kootznoowoo, Inc. Bylaws does address “Resolutions” by shareholders who wish to put forth a resolution for shareholder vote during an annual meeting. Any shareholder who wishes to have a resolution put on the corporate proxy ballot should review this section of the Bylaws.
Q: How much debt has been paid since the last (5) years you kept our 7ij $$, can you give us:
A: Unfortunately, there is a misconception around the 7i provision and the 7j payments of revenue sharing is that it belongs to the individual shareholder. However, this money belongs to the shareholders as collective owners of the corporation and its use is designated to successfully manage those Alaska Native Corporations that participate in revenue sharing.
There are several other state statutes that govern how this money can be spent and also govern the Alaska Native Corporations board of directors on their fiduciary responsibility to the corporations. For those shareholders who would like to learn more, following are some resources to help further explain 7i and 7j provisions.
https://mysealaska.com/FAQs/Distribution
Q: Total amount owed, From last (5) years?
A: Please see page 20 of the annual report for a recap on the corporation’s current long-term debt.
Q: Total amount paid last (5) years
A: Between 2015 and spring 2020, Kootznoowoo received $5.5 million in 7(i) payments.
Q: Remaining balance of debt, owed to current date?
A: Please see page 20 of the annual report for a recap on the corporation’s current long-term debt
Q: Let us make our own investments with the $$ you receive for us. You tried it ur way for years to no success!
A: As shareholders, you have the opportunity to vote for candidates who support your views. The Alaska Native Corporations were established in lieu of reservations and follow the business model that is not of our own making. However, it is in our best interest to ensure that our Alaska Native Corporations are around for our future generations of shareholders and their descendants. It is in our best interest to elect educated shareholders as directors who can make sound fiduciary decisions to protect the corporation and be successful on behalf of all of our shareholders, corporations, and business portfolios.