Saturday, June 3, 2023
The CIRI Board of Directors oversees the direction of your Company. One of the most important responsibilities of being a CIRI shareholder is to select well qualified individuals to serve on the CIRI Board and the CIRI Annual Meeting is the forum to do so. Registration for this year’s Annual Meeting of Shareholders will begin at 8 a.m. and end at 11 a.m. Alaska Daylight Time (AKDT) on Saturday, June 3, 2023 at the Dena’ina Center in Anchorage, Alaska. Meeting attendance is limited to CIRI Shareholders and (confirmed) Descendants and their immediate family members (i.e., spouse, children) and/or stock custodians. Shareholders and Descendants should accompany their guests at registration and should be prepared to present their CIRI Shareholder or Descendant identification card or other form of identification.
For those Shareholders unable to attend in person, the Annual Meeting will be webcast. The webcast will begin at 10 a.m. AKDT on Saturday, June 3, 2023. Shareholders will be able to watch and listen to the meeting, including an address providing an overview of 2022 operations and results, and an update on 2023 activity. Shareholders interested in participating in a question-and-answer session during the meeting will be invited to submit questions through the digital meeting platform. Questions may also be submitted prior to the meeting by emailing firstname.lastname@example.org. Shareholders viewing via the webcast will not be able to make any motions during the Annual Meeting. All matters brought before the Annual Meeting will be voted in accordance with the instructions on a Shareholder’s valid, previously submitted proxy.
Election of CIRI Directors
CIRI shareholders are responsible for ensuring the long-term strength of the corporation by electing a Board of Directors. In addition to providing guidance and leadership, the CIRI Board establishes policies for achieving CIRI’s corporate mission and strategic goals. Shareholders can vote in person at the Annual Meeting or by a proxy vote. Click on the link below for more information about the 2023 Board election.
Three Ways to Vote!
Shareholders of voting stock of record at the close of business on April 4, 2023, are entitled to vote at the meeting or any adjournment thereof. Shareholders must register by 11 a.m. AKDT if they wish to vote in person at the Annual Meeting.
Shareholders may also vote electronically by completing an electronic proxy (eProxy) at https://vote.ciri.com or may vote using the standard paper proxy. To log into the electronic voting system (eVote), you will need your PIN, which is located on the top right of the paper CIRI proxy form.
Proxies must be signed, dated and received by the Inspector of Election or the CIRI Secretary by 2 p.m. AKDT on Wednesday, May 24, 2023, in order to be voted at the Annual Meeting. eProxies will be considered to have been received by the Inspector of Election at the date and time of the successful electronic submission. If you do not vote electronically, you may mail your proxy to the CIRI Inspector of Election, c/o Sramek-Hightower, 2525 C Street, Suite 100, Anchorage, AK 99503-2632; scan and email it to email@example.com; or fax it to (907) 561-4341. (If emailed or faxed, you may call 907-677-3320 to confirm receipt.)
It is important that as many shareholders as possible be represented at the meeting. Therefore, whether or not you expect to be present in person, please visit https://vote.ciri.com to submit an eProxy, or sign, date and return a paper proxy. If you attend the meeting and wish to vote in person you may do so, even if you previously voted online or returned a proxy in the mail.
Inspector of Election
Associate Attorney, Dorsey & Whitney LLP University of Denver, Sturm College of Law (J.D., 2021), Dean’s Scholarship in Law; Bruce B. Johnson Memorial Scholarship Recipient Trinity College, Hartford (Major in Economics & Philosophy; Minor in Legal Studies, 2017), John C. Alexander Award for Achievements in Economics and Athletics NCAA DIII Men’s Ice Hockey National Champion
Ryan Cole is an associate attorney in Dorsey’s Corporate Practice Group, where he uses his experience to help clients achieve their financial and business goals. Mr. Cole has experience in a variety of transactions involving capital raising, mergers and acquisitions, and the sale of healthcare businesses. A third-generation attorney and pilot in Alaska, Mr. Cole has the background to help business owners succeed in Alaska. As a former commercial fisherman in Bristol Bay, Mr. Cole also understands the unique challenges faced by businesses in Alaska on a daily basis. Mr. Cole regularly conducts employee investigations and drafts reports and recommended actions and supports Alaska Native Corporations with governance issues.
WHAT IS AN INSPECTOR OF ELECTION?
An Inspector of Election is a person, authorized by statute and CIRI’s bylaws, who, among other duties, impartially certifies the number of shares outstanding and eligible to vote at a meeting, verifies the existence of a quorum, determines the number of shares represented at the meeting, oversees the tabulation (or counting) of votes and certifies the election results in accordance with the law and CIRI’s Election Procedures and Rules of Conduct for Shareholder Meetings. CIRI has retained Ryan Cole as independent Inspector of Election to perform these duties for CIRI’s 2023 Annual Meeting. The Inspector of Election has executed an oath requiring that he conduct all affairs pursuant to his duties as Inspector of Election impartially.
DOES THE INSPECTOR OF ELECTION ACTUALLY COUNT THE VOTES?
The law does not require that the Inspector of Election count the votes. In fact, CIRI staff could legally tabulate votes. But to ensure objectivity and transparency in the election process, the Election Procedures and Rules of Conduct for Shareholder Meetings adopted by the CIRI Board of Directors direct that the impartial Inspector of Election at each meeting of Shareholders is permitted to retain an accounting firm to aid in the performance of his or her duties. The Inspector of Election overseeing CIRI elections has opted to retain the Anchorage accounting firm of Sramek-Hightower CPAs to assist with receiving and tabulating proxy and ballot votes for CIRI’s 2023 Annual Meeting. Sramek-Hightower, serving as a neutral third party, performs tabulation services for many companies, including several other ANCSA regional corporations.
GREGORY P. RAZO, YUP’IK
Retired Attorney/Alaska Native Leader
Greg Razo is a retired attorney and former vice president with Cook Inlet Region, Inc. (CIRI). Razo is Yupik/Hispanic and a CIRI Shareholder. He grew up attending public schools in Anchorage, Alaska, and earned a bachelor’s degree in English from Gonzaga University and a law degree from Willamette University.
Currently, Mr. Razo serves as vice-chair of the Alaska Native Justice Center and as a director of Cook Inlet Native Head Start.
Previously, Mr. Razo practiced law in Kodiak, Alaska, for 21 years as the owner of his own law firm and as assistant district attorney. Mr. Razo was a law clerk and deputy magistrate for Superior Court Judge Roy H. Madsen (Ret.). Judge Madsen is the first and only Alaska Native to serve as a Superior Court judge. Mr. Razo has been a director of Alaska Legal Services Corporation, CIRI, Cook Inlet Tribal Council and The CIRI Foundation.
He is an active member of the Alaska Bar Association and retired past president of Alaska Legal Services Corporation and vice chair of the Alaska Native Justice Center. Mr. Razo previously served as a member of the Alaska Criminal Justice Commission, formerly serving as its chair. Mr. Razo is also a former director for the Alaska Federation of Natives serving on many AFN committees. Mr. Razo also serves as a commissioner on the Alaska Court System’s Fairness and Access Commission and serves on its Fairness, Diversity and Equality committee. He previously taught as an adjunct professor with Alaska Pacific University.
In 2016, Mr. Razo was recognized by the White House as a “Champion of Change” for his work on criminal justice reform in the State of Alaska.
WHAT IS A PARLIAMENTARIAN?
A Parliamentarian enforces the procedures for electing directors and transacting new business and is responsible for ensuring that the Annual Meeting is conducted in accordance with CIRI’s Election Procedures and Rules of Conduct for Shareholder Meetings. The Parliamentarian also advises the chair of the meeting on any issues that arise pertaining to parliamentary procedure (“parliamentary procedure” is a body of rules governing the proper conduct of business during assemblies). Subject to Alaska law and CIRI’s Election Procedures and Rules of Conduct for Shareholder Meetings, the chair of the meeting, after consultation with the Parliamentarian, has the discretion to determine the procedures to be observed and the matters to be considered at the meeting, ensuring that all Shareholders are treated fairly and with dignity and that Shareholders desiring to properly address the meeting are afforded an opportunity to do so.
You Vote, We Donate
Cook Inlet Tribal Council’s The School Yard Enhancement after-school program is a blended learning and credit recovery/advancement program serving Alaska Native/American Indian students 12–19 years of age through tutoring, mentoring, and STEM skills-building opportunities. Students learn through workshops and group projects, video-game design/development, community field trips, and educational summer and school-break camps. The program also provides academic enrichment and accelerated class opportunities toward high school completion and/or college enrollment. CIRI will donate $1 to The School Yard Enhancement program for every Shareholder with a valid proxy (for any proxyholder or candidate) on file by the proxy deadline (2 p.m. AKDT, Wednesday, May 24, 2023).
Please RSVP to help us make sure there is enough food and seating at the meeting. RSVPs may be made via the Qenek portal at https://Qenek.ciri.com, online at ciri.com/RSVP or by phone at (907) 263-5191 or (800) 764-2474 (select option 5).
There are $24,000 in Annual Meeting cash prizes this year, including $13,000 in eVote prizes. If submitted by the appropriate deadlines, eProxies also qualify shareholders for the Annual Meeting Early Bird prize drawings. Click on the link below for the list of prizes, deadlines and rules.