Annual Meeting

October 4, 2014

9:30 am – 3 pm (AST), Denai’na Center, Anchorage, Alaska


Voting at the 2014 Annual Meeting

If you execute and return the enclosed proxy form or complete the proxy form, which is available online at, the shares represented by it will be voted by the persons named as proxy holders (or their designees) in the way you have specified on the proxy. You should read pages 20 through 26 in the Notice of Annual Meeting & Proxy Statement 2014 for detailed instructions as to how to fill out the enclosed proxy or the Internet Proxy.

If you do not indicate how you want the proxy holders to vote for the election of Directors (either Discretionary Voting or Directed Voting), the proxy will be treated as a Discretionary Proxy and your shares will be voted cumulatively by the proxy holders for the election of Richard David Frost, M. Brent Parsons and Michael Patrick Pestrikoff. Proxy holders will also cast the votes in the way they determine will elect as many of these candidates as possible (see Discretionary Voting page 18).

Your shares will also be voted in the proxy holders’ discretion on any other matters which may be properly brought before the meeting. Copies of this Proxy Statement and forms of proxies are being mailed to the shareholders of Koniag on or about August 13, 2014. This Proxy Statement is also available online at, and the proxy may be completed online at

Proxy Statement_2014


General Information

Proxy Forms

Shareholders have the option of completing and returning the enclosed proxy form or using the online “Internet Proxy.” The use of either proxy form will be effective to grant a proxy and to enter the shareholder in the prize drawings. Both forms provide the shareholder with the same choices as to how to instruct their proxy holder as to the way the shareholder’s shares should be voted.

Paper Proxy Form

The paper proxy form was adopted to allow the shareholders greater flexibility in voting. The form allows you to choose for whom you wish to vote and how many of your votes you wish to cast for each candidate. You can choose to vote for the candidates endorsed by the Board of Directors or other candidates who are validly nominated.

The proxy form distributed by the Corporation lists the names of every individual who, as of the date of the Notice of the Annual Meeting, has been nominated either by the Board of Directors or by themselves. This provides all of the shareholders with the opportunity to vote for any person who has been validly nominated and has consented to their name being on the Koniag proxy.

Additional copies of the paper proxy are available online at the Koniag website at

The proxy form is a Portable Document File (PDF). It can be read and printed from any computer by downloading a PDF reader, which program is available free from In order to use a copy of the paper proxy form from Koniag’s website, you should first print out the form, complete it and mail it in as though it was the proxy you received in the mail.

Number of Directors to be Elected

At this year’s Annual Meeting of Shareholders, three (3) Directors will be elected.

Discretionary Voting

If you check Box A in the Election of Directors section on the front of the proxy form, your votes will be cast by the proxy holders to elect as many nominees as possible from the three nominees endorsed by the Board of Directors and identified on the proxy.

The biographies of all of the candidates are set out in this Proxy Statement. As the name of this choice states, “Discretionary Voting” gives Koniag’s proxy holders flexibility in voting so as to elect the greatest number of Board-endorsed nominees. If there are any of the nominees endorsed by the Board of Directors for whom you don’t want your votes cast, cross out their names under Box A and the proxy holders won’t cast any of your votes for them. If you sign the proxy but you don’t check either Box A or Box B, or if you check Box B but don’t fill in the number of votes for any candidates, the proxy will be voted as if you had checked the “Discretionary Voting” box.

Directed Voting

If you want your shares voted for one or more specific nominees, and you want to specify how many votes you want each to receive, check Box B in the Election of Directors section on the front of the proxy form and fill in the number of votes you want to cast for each candidate in the space provided.

By checking Box B, you have several choices. You can direct that the proxy holders vote specific numbers of votes to one or more of the listed Board of Director endorsed nominees, to a qualified candidate whose name you have written in, or to any combination of these.

Under “Directed Voting,” the votes cast for any nominee (on any proxy) who later withdraws are still counted as votes for that nominee. Votes cast for a write-in who isn’t properly nominated or who isn’t qualified are not counted. Directed votes cannot be “redirected” to or voted for any other person. The only exception to this is in the event of a runoff. If you want the proxy holders to vote for as many of the Board nominees as possible, you should vote “Discretionary” by checking Box A. If you want to direct the proxy holders how to vote your shares, you should vote “Directed” by checking Box B and fill in the number of votes.

Proxy Ballot Form 2014


Internet Proxy Instructions

Shareholders are able to file their proxy online in addition to the option of using a paper one. The proxy form is located at or can be accessed at the Koniag website at To access it, you will need your Koniag shareholder ID number and your Personal Identification Number (PIN). Both your shareholder ID number and your PIN are on a card enclosed with this Proxy Statement. The PIN is unique and randomly generated. No one, not even Koniag personnel, has access to a shareholder’s PIN number. The PINs will be changed each year. You should retain the card so you can access the Internet Proxy. If you misplace your PIN, contact Sramek Hightower at 907-677-3320 or 907-563-6722 for a replacement.

You may use the Internet Proxy as often as you wish prior to the October 1, 2014, proxy deadline.

The Internet Proxy is set up in a manner where, if you wish, you can change your instructions on how to vote your shares as often as you wish. If you choose to file your proxy online you are still eligible for the early bird prizes.


Completing the Internet Proxy

Figure 1

The first screen which greets you when you go to is set out in Figure 1. After the shareholder ID and PIN are filled in, the “login” button should be clicked. If the proxy has not been accessed before, Screen 2 (see Figure 2) will be shown. If a proxy has already been granted, the screen will show how the proxy was completed and you will be given the option of revoking it and changing the instructions. If you indicate that no change is to be made, then the proxy system will be exited. If you have selected “yes” to make a change, then Screen 2 (see Figure 2) will be shown.

Figure 2

Screen 2 provides the choices for how your shares are to be voted. Like the paper proxy, it provides a choice between Discretionary Voting and Directed Voting.

Figure 3

If Discretionary Voting is selected, then the program provides a screen on which the Board-endorsed candidates are listed, and by checking the instruction “Cross Out” by the candidate’s name, you have the option of instructing the proxy holder not to vote any of your shares for that candidate. Unlike the paper proxy, there is a “Bio” link for each candidate which will take the user to the candidate’s biographical information.

Figure 4

If Directed Voting is selected, the screen will provide a list of all candidates and space for write-ins. Like the paper proxy, you can not only choose the candidates to be voted for, but you can also specify the number of votes each is to receive. If you wish to have your votes divided equally among the candidates you support, check the box by each of the candidate’s names and also click the “Distribute Votes” words at the bottom of the page (see Figure 4). If you have cast more votes than you have or if not all of the votes you have are voted, the program will display a warning message.

Figure 5

After voting for Directors, click “next” and you will see a summary screen (see Figure 5) which shows all of the instructions that you have given on how your proxy is to be voted. If you wish to revise your instructions, click “start over” and you can give new instructions. Once you are satisfied with the instructions, and you wish to have a copy of the summary page, enter your email address in the place provided. By clicking “Vote,” your instructions are recorded. A copy of the instructions is sent to the Ballot Tabulator for their records as well.



Changing Your Internet Proxy

If, after you have filed your proxy on the Internet, you change your mind and want your votes to be cast in a different way, you may return to the website and login. On the screen after you login, check “yes” in the place provided and revise your proxy. If a shareholder submits their paper proxy and later submits their proxy online, the most recent dated proxy would count.


Online Information

When you use the Internet Proxy, you will be linked to a number of documents that will help you fill out your proxy. Along the left-hand side of the screen is a list of the links. These are:

Change My Contact Information

Check this if you wish to make a change in your address.

Comment Card

If you have any suggestions or comments, please take the opportunity to send them to Koniag.


This link will provide assistance should you have questions or a problem.


This will take you to a list of terms and definitions used in the proxy form.

Proxy Statement

This will connect you to an online version of the 2014 Proxy Statement.


This will end the session. If you have not recorded your proxy by clicking “Vote” on the summary screen, the proxy instructions you have given since you “logged in” will not be recorded.

If you have any questions about the Internet Proxy which are not answered in this Proxy Statement or the online links, please contact the Ballot Tabulator, Sramek-Hightower, at 907-677-3320 or 907-563-6722.


Live Webcast

Koniag will make it available to Shareholders to join the annual meeting via webcast. Please look for the “Webcast” button link on the Koniag home page which will begin at 9:30 a.m. (AST) on Saturday, October 4, 2014.