<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
[X] Filed by the registrant
[X] Definitive proxy statement
MAUI LAND & PINEAPPLE COMPANY, INC.
(Name of Registrant as Specified in its Charter)
SAME AS REGISTRANT
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2)
<PAGE>
March 31, 1995
To Our Stockholders:
At our annual meeting on May 5, 1995, we plan to consider only two
matters: The election of two directors for a three-year term and the approval
of an auditor.
We know of no other matters likely to be brought up at the meeting.
Your participation is important to the orderly conduct of the Company's
business. We urge you to sign and mail your proxy now. If you later decide
to attend the meeting you can then vote in person, if you wish.
For the Board of Directors,
/s/ MARY C. SANFORD
Mary C. Sanford
Chairman
<PAGE>
MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, P. O. Box 187
Kahului, Maui, Hawaii 96732-0187
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 1995
TO THE STOCKHOLDERS OF MAUI LAND & PINEAPPLE COMPANY, INC.:
The Annual Meeting of Stockholders of Maui Land & Pineapple Company,
Inc. (the "Company") will be held on Friday, May 5, 1995 at 9:00 a.m. in the
Corporate Office courtyard, 120 Kane Street, Kahului, Hawaii, for the
following purposes:
1. To elect two Class Two Directors to serve for a three-year term or until
their successors are elected and qualified;
2. To elect the firm of Deloitte & Touche LLP as the Auditor of the Company
for fiscal year 1995 and thereafter until its successor is duly elected; and
3. To transact such other business as may properly be brought before the
meeting or any postponement or adjournment thereof.
The close of business on February 25, 1995 is the record date for
determining stockholders entitled to notice of and to vote at the Annual
Meeting or any postponements or adjournments thereof.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. IF YOU
ARE UNABLE TO ATTEND IN PERSON, PLEASE SIGN, DATE AND RETURN THE ENCLOSED
PROXY PROMPTLY IN THE ENVELOPE PROVIDED.
Stockholders are cordially invited to attend the meeting in person.
Please indicate on the enclosed proxy card if you plan to attend the meeting
and return the proxy card promptly in the enclosed stamped envelope.
Your attention is directed to the Proxy Statement enclosed.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ ADELE H. SUMIDA
ADELE H. SUMIDA
Secretary
Dated: March 31, 1995
<PAGE>
MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, P. O. Box 187
Kahului, Maui, Hawaii 96732-0187
March 31, 1995
PROXY STATEMENT
This proxy is solicited on behalf of the Board of Directors of Maui Land
& Pineapple Company, Inc. (the "Company").
The person giving the proxy may revoke it at any time before it is voted
by delivering a written revocation or a signed proxy card bearing a later date
to the Company's Secretary, provided that such revocation or proxy card is
actually received by the Secretary before it is used. Shares of the Company's
common stock represented by properly executed proxies received by the Company
at or prior to the Annual Meeting and not subsequently revoked will be voted
as directed in such proxies. If a proxy is signed and no directions are
given, shares represented thereby will be voted in favor of electing the
Board's nominees for director and in favor of the proposal to elect the
Company's auditor. The proxy confers discretionary authority on the persons
named therein as to all other matters that may come before the meeting.
VOTING SECURITIES AND RIGHT TO VOTE
Holders of record of shares of Common Stock of the Company at the close
of business on February 25, 1995 will be entitled to vote at the Annual
Meeting of Stockholders to be held on May 5, 1995 and at any and all
postponements or adjournments thereof.
The voting securities entitled to vote at the meeting consist of shares
of Common Stock of the Company with each share entitling its owner to one
vote. Shareholders do not have cumulative voting. The number of outstanding
shares at the close of business on February 25, 1995 was 1,797,125.
If a majority of the Company's outstanding shares are represented at the
meeting, either in person or by proxy, a quorum will exist for conducting
business. Election of directors and the auditor will require an affirmative
vote of a majority of shares present. Abstentions, but not broker non-votes,
will be treated as present at the meeting for these purposes. In connection
with the election of directors, a vote to withhold authority will have the
effect of a negative vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information as of February 17, 1995 with
respect to all persons known to the Company to be the beneficial owners of
more than 5% of the Company's Common Stock, other than those listed under
"Security Ownership of Management."
Number Percent
Name and Address of Shares of Class
The J. Walter Cameron Family Group 718,851(1)(3)(4) 40.0%
P. O. Box 187
Kahului, Hawaii 96732
Maui Publishing Company, Ltd. 105,939(4) 5.9%
P. O. Box 550
Wailuku, Hawaii 96793
Ethel S. Baldwin Trust 180,087(1) 10.0%
P. O. Box 187
Kahului, Hawaii 96732
Cameron Family Partnership 99,776(1) 5.6%
P. O. Box 187
Kahului, Hawaii 96732
<PAGE>
Harry Weinberg Family Foundation, Inc. 667,445(2) 37.1%
101 West Mount Royal Avenue
Baltimore, Maryland 21201
Maui Land & Pineapple Company, Inc.
Employee Stock Ownership Trust 150,788(3) 8.4%
c/o Hawaiian Trust Co., Ltd., Trustee
P. O. Box 3170
Honolulu, Hawaii 96802
(1) The J. Walter Cameron Family holdings include 60,297 shares owned
by Mary C. Sanford; 43,051 shares owned by Claire C. Sanford;
43,050 shares owned by Jared B. H. Sanford; 36,160 shares owned by
Richard H. Cameron, his spouse and minor children (includes 1,349
shares allocated as of December 31, 1993 to his account in the
Maui Land & Pineapple Company, Inc. Employee Stock Ownership Plan
["ESOP"]); 35,511 shares owned by Douglas B. Cameron; 4,481 shares
owned by Joseph W. Hartley, Jr. (consisting of shares allocated as
of December 31, 1993 to his account in the Company's ESOP); 39,029
shares owned by the Allan G. Sanford Trust, of which Mary C.
Sanford is the trustee; 51,110 shares owned by the Colin C.
Cameron Trust, of which Richard H. Cameron, Margaret A. C.
Alvidrez, Douglas B. Cameron, Frances E. C. Ort and Hawaiian Trust
Company, Ltd. are co-trustees; 99,776 shares owned by the Cameron
Family Partnership, whose general partners are Mary C. Sanford,
Richard H. Cameron, Claire C. Sanford and Frances E. C. Ort;
180,087 shares owned by the Ethel S. Baldwin Trust, of which
Frances B. Cameron and Hawaiian Trust Company, Ltd. are co-
trustees; 20,360 shares owned by the J. Walter Cameron Trust, of
which Mary C. Sanford, Richard H. Cameron, Margaret A. C.
Alvidrez, Claire C. Sanford and Hawaiian Trust Company, Ltd. are
co-trustees; 105,939 shares owned by Maui Publishing Company,
Ltd., of which Richard H. Cameron is an officer and director,
Frances B. Cameron is a director and Mary C. Sanford is an
officer, director and shareholder (see Note (4) below). Voting
and investment decisions with respect to shares held by the
foregoing trusts with three or more trustees and shares held by
the Cameron Family Partnership generally require approval of a
majority of the trustees or general partners. However, all of the
partnership's general partners must approve dispositions of the
Company's shares. Mrs. Alvidrez has disclaimed sole or shared
voting or dispositive power with respect to shares held by the
trusts of which she is one of the trustees. It is the Company's
understanding that Mrs. Alvidrez and Mrs. Ort (sisters of Richard
H. Cameron and nieces of Mary C. Sanford) are not currently
members of the J. Walter Cameron Family Group. The Company does
not have current information regarding shares owned individually
by Mrs. Alvidrez or Mrs. Ort. Except as indicated above, share
ownership figures for the J. Walter Cameron Family Group exclude
shares owned by the Company's ESOP of which Richard H. Cameron and
Joseph W. Hartley, Jr. are members of the Administrative Committee
(see Note (3) below).
(2) The Harry Weinberg Family Foundation, Inc., a charitable
foundation, owns 667,445 shares. The directors are Darrell D.
Friedman, Zanvyl Krieger, Alfred Coplan, Richard Pearlstone,
Suzanne F. Cohen, Samuel K. Himmelrich Sr., Nathan Weinberg, David
Weinberg, Bernard Siegel, Shale Stiller and Mortimer Caplin. The
Company's records currently show that 300 Corporation (a
corporation formerly owned by Harry Weinberg) owns 50,672 shares;
and Irene Weinberg owns 150 shares. The Company has been advised
by the Harry Weinberg Family Foundation, Inc. that it does not
control, is not controlled by and does not act in concert with the
entity or individual listed.
(3) Joseph W. Hartley, Jr., President of the Company, Gary L. Gifford
and Paul J. Meyer, Executive Vice Presidents of the Company, and
Douglas R. Schenk and Richard H. Cameron, Vice Presidents of the
Company, are members of the Administrative Committee of the
Company's ESOP which was adopted by the Company on December 27,
1978. Except as indicated in Note (1), shares held by the ESOP
are not included in the J. Walter Cameron Family Group holdings
set forth above. The ESOP requires the Trustee to inquire of each
plan participant, on a confidential basis, how to vote the shares
allocated to the plan participant's individual account and to vote
the allocated shares and a corresponding portion of the
unallocated shares accordingly. The trustee is required to vote
shares allocated to participants' accounts for which no
instructions are received and to vote any shares not then
allocated to participants' accounts in the same proportions as the
aggregate shares allocated to participants' accounts are voted
pursuant to participants' instructions.
(4) Maui Publishing Company, Ltd. owns 105,939 shares. Richard H.
Cameron is an officer and director, Frances B. Cameron is a
director and Mary C. Sanford is an officer, director and
shareholder of Maui Publishing Company, Ltd. The shares are
included in the holdings of the J. Walter Cameron Family Group
(see Note (1) above).
<PAGE>
Security Ownership of Management
The following table sets forth information as of February 17, 1995 with
respect to the Company's voting Common Stock beneficially owned by all
directors, nominees and executive officers of the Company as a group (see
"Election of Directors" below).
Number
of Shares
Beneficially Percent
Owned of Class
Mary C. Sanford 325,401(1) 18.1%
Richard H. Cameron 313,345(2) 17.4%
Frances B. Cameron,
non-voting Director Emeritus 286,026(3) 15.9%
Joseph W. Hartley, Jr. 4,481(4) 0.2%
Gary L. Gifford 1,209(4) 0.07%
Paul J. Meyer 2,029(4) 0.1%
Douglas R. Schenk 1,321(4) 0.07%
Peter D. Baldwin 100 0.01%
Lansing E. Eberling 200 0.01%
Randolph G. Moore 500 0.03%
Fred E. Trotter III -- --
Andrew T. F. Ing, non-voting Director Emeritus 200 0.01%
All directors, nominees
and executive officers as a group (12) 724,410(5) 40.3%
(1) Mary C. Sanford, the daughter of Frances B. Cameron and the aunt of
Richard H. Cameron, owns of record 60,297 shares and beneficially
265,104 shares (see Note (1) regarding the J. Walter Cameron Family
Group in the preceding table). She is a Class Three Director (see
"Election of Directors" below).
(2) Richard H. Cameron, the grandson of Frances B. Cameron and the
nephew of Mary C. Sanford, owns of record 33,011 shares and
beneficially 280,334 shares (see Note (1) regarding the J. Walter
Cameron Family Group in the preceding table). Included are 1,349
shares allocated to him as a participant in the Company's ESOP
(see Note (3) regarding the Company's ESOP in the preceding
table). He is a Class Three Director (see "Election of Directors"
below).
(3) Frances B. Cameron, the mother of Mary C. Sanford and the
grandmother of Richard H. Cameron, owns beneficially 286,026
shares (see Note (1) regarding the J. Walter Cameron Family Group
in the preceding table).
(4) Represents shares allocated to these executive officers as participants
in the Company's ESOP (see Note (3) regarding the Company's ESOP in the
preceding table).
(5) Includes 718,851 shares beneficially owned by the J. Walter
Cameron Family Group, but does not include 150,788 shares owned by
the Company's ESOP (see Note (3) regarding the Company's ESOP in
the preceding table).
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act requires the Company's
officers and directors and beneficial owners of more than 10% of the Company's
Common Stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC") and to furnish the Company with
copies of such reports. Based solely upon a review of such reports and
amendments thereto received by the Company during or with respect to its most
recent fiscal year and upon certain written representations, the Company is
required to identify herein any officer, director or 10% beneficial owner who
during the most recent year or any prior year failed to make a filing under
Section 16(a) on a timely basis.
In mid-1994, based on review of Company records, it was concluded that
certain directors, officers and 10% beneficial owners who should have filed
Forms 3 in a prior year had not done so. Therefore, in 1994 Forms 3 were
filed by the following: Maui Publishing Company, Ltd., Ethel S. Baldwin
Trust, J. Walter Cameron Trust, Colin C. Cameron Trust, Cameron Family
Partnership, Jared B. H. Sanford, Claire C. Sanford, Gary L. Gifford, Paul J.
Meyer, Douglas R. Schenk, Richard H. Cameron, Ted L. Proctor, Douglas B.
Cameron, Fred E. Trotter III and Lansing E. Eberling. Form 3 for Randolph G.
Moore was filed two months late in 1994. Form 3 for Adele H. Sumida was filed
seven months late in 1994. It appears that Margaret A. C. Alvidrez and
Frances E. C. Ort should have filed Forms 3 in a prior year, particularly in
view of their membership in the J. Walter Cameron
<PAGE>
Family Group, which owns in excess of 10% of the Company's stock. The Company
has no record of any Section 16(a) filings for these individuals. It is the
Company's understanding that Mrs. Alvidrez and Mrs. Ort are not currently
members of the J. Walter Cameron Family Group. Due to an oversight, Frances
B. Cameron failed to report in prior years two disposition by gift
transactions. These were reported on Form 4 in 1994. Maui Publishing Co.,
Ltd. reported on Form 4 two 1994 purchase transactions six months late.
Richard H. Cameron, Frances B. Cameron, Claire C. Sanford, Jared B. H. Sanford
and Mary C. Sanford, whose reports reflect indirect beneficial ownership of
the shares owned by Maui Publishing Co., Ltd., were also delinquent in
reporting the two purchase transactions.
ELECTION OF DIRECTORS
The By-Laws provide for three classes of directors consisting of two
members in each class with each class holding office for three years. The
first class consists of the two directors elected at the 1994 annual meeting
whose term of office expires in 1997 ("Class One Directors"). The second
class consists of the two directors elected at the 1992 annual meeting whose
term of office expires in 1995 ("Class Two Directors"). The third class
consists of the two directors elected at the 1993 annual meeting whose term of
office expires in 1996 ("Class Three Directors").
The Board recommends the election of the nominees listed below as Class
Two Directors to hold office for three years, until 1998, or until their
successors are elected and qualified. If at the time of the 1995 annual
meeting of stockholders any of such nominees should be unable or decline to
serve, the discretionary authority provided in the proxy will be exercised to
vote for a substitute or substitutes. The Board has no reason to believe that
any substitute nominee or nominees will be required.
The Board's proxy holders will, if so authorized, vote their proxies for
the nominees for Class Two Directors. Shareholders do not have cumulative
voting.
Hawaii law requires that at least one of the directors of the Company be
a resident of the State of Hawaii. All of the Board's nominees for Class Two
Directors and all Class One and Class Three Directors are Hawaii residents.
Under the Company's By-Laws, no person is eligible to be elected as a director
who has attained his or her 70th birthday at the time of election, but the
directors may create exceptions to this requirement by resolution, including
"Director Emeritus."
In 1977 Mrs. J. Walter Cameron was elected a Director Emeritus of the
Company for life in grateful recognition of her many contributions to the
Company. In 1993 Andrew T. F. Ing was elected a Director Emeritus of the
Company in recognition of his long and dedicated service. As Directors
Emeritus, they are eligible to attend all meetings of the Board of Directors
and to have their fees and expenses paid, but they are not eligible to vote
and are not counted as part of the quorum at any meeting.
The following table indicates the principal occupation or employment of
each continuing director and nominee, his or her positions with the Company
and other information, and the year first elected as a director.
Positions and Offices with the Year First
Company and Principal Occupation During Elected
Name Last Five Years and Other Information Director
Class One Directors--Elected in 1994 for a three-year term:
Randolph G. Moore Executive Vice President: H.K.L. Castle 1994
(age 56) Foundation; Chief Executive Officer:
Kaneohe Ranch; Director: Grove Farm
Company, Inc., Maui Land & Pineapple Co.,
Inc., Maui Pineapple Co., Ltd., Kapalua
Land Co., Ltd.
Fred E. Trotter III President: F. E. Trotter, Inc. 1992
(age 64) Trustee: The Estate of James Campbell
(1970-1991); Director: Bancorp Hawaii,
Bank of Hawaii, Bancorp Leasing, Inc.,
Longs Drugs, Maui Land & Pineapple Co.,
Inc., Maui Pineapple Co., Ltd., Kapalua
Land Co., Ltd.
<PAGE>
Positions and Offices with the Year First
Company and Principal Occupation During Elected
Name Last Five Years and Other Information Director
Class Two Directors--Nominees to be elected in 1995 for a three-year term:
Peter D. Baldwin President: Baldwin Pacific Corporation, 1972(1)
(age 57) Baldwin Pacific Properties, Inc., Orchards
Hawaii, Inc., Haleakala Ranch Co.,
Haleakala Properties, Inc.; General
Partner: Baldwin Pacific Farms; Director:
Maui Land & Pineapple Co., Inc., Maui
Pineapple Co., Ltd., Kapalua Land Co.,
Ltd., Bancorp Hawaii, Inc., Bank of
Hawaii, Bishop Insurance Agency of Hawaii,
Inc.
Joseph W. Hartley, Jr. President and Chief Executive Officer: (2)
(age 61) Maui Land & Pineapple Company, Inc.;
President: Maui Pineapple Company, Ltd.
(1969-1992); Director: Maui Pineapple Company,
Ltd., Kapalua Land Company, Ltd.
Class Three Directors--Elected in 1993 for a three-year term:
Mary C. Sanford Chairman: Maui Publishing Co., Ltd., 1972(1)
(age 64) Maui Land & Pineapple Co., Inc.;
Publisher: The Maui News; Director:
Haleakala Ranch Co., Maui Land & Pineapple
Co., Inc., Kapalua Land Co., Ltd.
Maui Pineapple Co., Ltd.
Richard H. Cameron Vice President, Property Management: 1984
(age 40) Maui Land & Pineapple Co., Inc.; Director:
Maui Land & Pineapple Co., Inc., Maui
Pineapple Co., Ltd., Kapalua Land Co., Ltd.
Maui Publishing Co., Ltd.
(1) Mr. Baldwin and Mrs. Sanford were re-elected to the Board in 1980 and
1981, respectively.
(2) Nominated for the first time in 1995.
Certain Transactions
See "Compensation Committee Interlocks and Insider Participation."
Directors' Meetings and Committees
The Board of Directors held five meetings in 1994. It has two standing
committees, the Audit Committee and the Compensation Committee. Each
committee held one meeting in 1994. The Board has no Nominating Committee.
The Audit Committee serves as an independent check on the reliability of
the Company's financial controls and its financial reporting and reviews the
work of the independent auditors. The Compensation Committee reviews and
approves the compensation plans, salary recommendations and other matters
relating to compensation of senior management and directors. The members of
both committees are Andrew T. F. Ing (chairman), Peter D. Baldwin, Lansing E.
Eberling, Randolph G. Moore, Mary C. Sanford and Fred E. Trotter III.
Directors, including Directors Emeritus, receive an attendance fee of
$500 for each Board meeting attended. Since November 1, 1993, no attendance
fees have been paid to directors who are employees of the Company or its
subsidiaries. Directors, including Directors Emeritus, also receive an annual
fee of $10,000. The Chairman of the Board receives an annual fee of $20,000.
Directors who are employees of the Company or its subsidiaries are not
eligible to receive an annual fee. Members of the Audit and Compensation
Committees receive an attendance fee of $500 for each committee meeting
attended.
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Other Compensation
The following table summarizes the cash and non-cash compensation paid
by the Company for services rendered during each of the last three years by
the Company's Chief Executive Officer and four other most highly compensated
executive officers.
Summary Compensation Table
Annual Compensation
All
Name and Other
Principal Position Year Salary Compensation
(2)
Joseph W. Hartley, Jr. 1994 $283,500 $ 64,632
President & Chief 1993 309,750 100,120
Executive Officer 1992 271,238 101,022
Gary L. Gifford 1994 188,194 37,537
Executive Vice 1993 199,276 62,696
President/Resort 1992 192,348 65,351
Paul J. Meyer 1994 175,860 31,304
Executive Vice 1993 190,730 54,568
President/Finance 1992 185,220 58,130
Douglas R. Schenk (1) 1994 145,800 10,630
Vice President/Pineapple 1993 136,300 28,112
Richard H. Cameron 1994 98,711 10,610
Vice President/ 1993 101,848 27,987
Property Management 1992 97,500 30,003
(1) Mr. Schenk became an executive officer in 1993.
(2) Represents imputed income related to excess group life coverage and the
Executive Supplemental Insurance Plan ("ESIP"). It also includes the
value of shares allocated to the executive (participant) in the Employee
Stock Ownership Plan ("ESOP") and the annual increase in value of ESIP
benefits payable after retirement. Directors' meeting attendance fees
are included for 1993 and 1992.
Details of "All Other Compensation" for 1994 are as follows:
Life
Insurance ESOP ESIP Total
(a)
Hartley $5,370 $1,122 $58,140 $64,632
Gifford 1,745 745 35,047 37,537
Meyer 1,196 696 29,412 31,304
Schenk 363 577 9,690 10,630
Cameron 139 391 10,080 10,610
(a) Allocation to an ESOP participant's account is related to
compensation levels. The values shown are the estimated shares to
be allocated to the designated individual's account as of December
31, 1994 valued at $50 per share.
<PAGE>
Executive Supplemental Insurance Plan
The Board adopted an Executive Supplemental Insurance Plan ("ESIP") in
1979 which covers certain management personnel approved by the Board.
Currently 20 individuals are covered, including the officers of the Company.
The Plan provides for benefits which supplement the Group Life Insurance
Program and the Company's Retirement Plan. The program is designed to make
the Company competitive in its efforts to attract, motivate and retain quality
executive talent.
The Company purchased individual life insurance policies on the
participants. Premium payments are in large part offset by borrowing against
the cash values of the policies. The Plan is unfunded and is designed such
that if the assumptions made as to mortality experience, policy dividends and
other factors are realized, the Company's share of the policy proceeds will
cover all its payments.
In 1991 the Plan was amended to include a provision such that benefits
under this plan begin to vest after five years of participation in the
program. The benefit is 100% vested when the participant reaches age 62.
Upon retirement, the participant may elect to continue the life insurance
benefit or to begin receiving the benefit in the form of monthly payments
payable for ten years. If the participant's employment is terminated prior to
retirement, any vested benefit is payable in the form of monthly installments
commencing at age 62.
This Plan is an endorsement program in which the Company endorses part
of the insurance benefit to the beneficiary of the participant. "Life
Insurance" in the "All Other Compensation" table includes the insurance value
of the benefit for each named executive officer in accordance with Internal
Revenue Service Table PS-58.
<PAGE>
Pension Plan
The Company has a non-contributory, defined benefit pension plan that
covers all regular non-bargaining unit employees, including the executive
officers. Participation begins after completion of one year of continuous
service. Retirement benefits are computed based on each participant's years
of service, year of birth, earnings and retirement date and are not subject to
any deduction for social security or other offset amounts. Normal retirement
age for participants is 65, with provisions for retirement as early as 55 and
after age 65. Benefits are payable as a qualified joint and survivor annuity
with options for benefits in other annuity forms. Vesting is 100% after five
years of service.
The Company has a Supplemental Executive Retirement Program (SERP)
covering highly paid employees. The provisions are the same as the defined
benefit pension plan that covers all regular non-bargaining unit employees,
except that benefits are determined as follows: When the benefits of an
employee under the pension plan are reduced because of (1) the maximum annual
benefit limitation ($118,800 in 1994) or (2) the maximum compensation
limitation ($150,000 in 1994), the SERP will provide a benefit to make up the
difference.
The following tables show the estimated benefits in the single life
annuity form at normal retirement age to persons in specified remuneration and
years-of-service classifications.
ESTIMATED CREDITED YEARS OF SERVICE AND COVERED COMPENSATION
on 12/31/94
Covered
Individual Years Compensation
Joseph W. Hartley, Jr. 35.4 $288,500
Gary L. Gifford 6.3 188,194
Paul J. Meyer 9.8 175,860
Douglas R. Schenk 17.3 145,800
Richard H. Cameron 17.1 98,711
ESTIMATED ANNUAL BENEFIT FROM QUALIFIED DEFINED BENEFIT PLAN
AND SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM
<TABLE>
<S> <C> <C> <C> <C> <C>
Final
5-Year Years of Service at Age 65
Average
Annual
Salary 15 20 25 30 35
$375,000 $82,309 $109,745 $137,181 $164,617 $182,890
350,000 76,684 102,245 127,806 153,367 170,391
325,000 71,059 94,745 118,431 142,117 157,892
300,000 65,434 87,245 109,056 130,867 145,393
275,000 59,809 79,745 99,681 119,617 132,895
250,000 54,184 72,245 90,306 108,367 120,396
225,000 48,559 64,745 80,931 97,117 107,897
200,000 42,934 57,245 71,556 85,867 95,398
175,000 37,309 49,745 62,181 74,617 82,900
150,000 31,684 42,245 52,806 63,367 70,401
125,000 26,059 34,745 43,431 52,117 57,902
100,000 20,434 27,245 34,056 40,867 45,403
75,000 14,809 19,745 24,681 29,617 32,905
</TABLE>
<PAGE>
Report of Compensation Committee on Executive Compensation
The Compensation Committee of the Board of Directors (the "Committee")
is composed entirely of directors who are not members of the Company's
management. The Board of Directors has charged the Committee with the
responsibility of administering the Company's executive compensation program.
The Committee principally administers executive compensation as part of the
Company's overall salary system which covers all non-bargaining unit
employees. The philosophy of this salary system is to reward good judgment
and to be internally fair and externally competitive. The Committee's
philosophy with regard to executive compensation is to provide a competitive
pay system to attract, retain and motivate executives. The Committee is
assisted from time to time by a national management consulting firm which
advises the Committee on compensation matters.
Executive compensation is primarily comprised of base salary. Salary
mid-points have been provided by Hay Management Consultants with re-
evaluations as conditions warrant. The CEO recommends salary adjustments to
the Committee for executives who report to him based on his qualitative
judgment as to overall job performance, salary mid-points, where the
executive's compensation stands relative to the mid-point and the Company's
overall budget for salaries. The Committee approves a salary adjustment for
the CEO based on its qualitative judgment as to his job performance and within
the same mid-point and budgetary guidelines which are used throughout the
Company.
In 1994 salary mid-points and other factors specified above were not the
primary reasons for the Committee's salary actions. In November of 1993, upon
the recommendation of the CEO, Joseph W. Hartley, Jr., a 10% salary decrease
for himself and the next three highest paid executive officers became
effective. The next 14 highest paid employees of the Company took a 5% salary
decrease and all other non-bargaining unit salaries were frozen. The salary
decreases were part of a company-wide effort to reduce the operating and
administrative costs of the Company.
In March of 1994 the Committee affirmed the salary reduction package
which had been implemented in November of 1993. The Committee's decisions in
that regard, with respect to the CEO and other executive officers, were based
primarily on its view that such reductions were appropriate as a matter of
leadership and fairness in the context of the Company's broader cost reduction
efforts. The amounts of the reductions were not based upon any specific
measures of the Company's performance. Nor did the Committee's decisions
reflect adverse judgments as to performance of the CEO and other executive
officers.
Other aspects of executive compensation are described on pages 9 to 11.
In 1994 there were no new items added to or changes made to such other
compensation.
Compensation Committee:
Andrew T. F. Ing (Chairman) Randolph G. Moore
Peter D. Baldwin Mary C. Sanford
Lansing E. Eberling Fred E. Trotter III
<PAGE>
Shareholder Return Performance Graph
Set forth below is a line graph comparing the cumulative total
shareholder return on Maui Land & Pineapple Company, Inc. common stock against
the cumulative total return of the S&P 500 Index and the S&P 500 Food Group.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
Among Maui Land & Pineapple Company, Inc.,
S&P 500 Index and S&P Food Group
(graph here) -SEE APPENDIX
* $100 invested on December 31, 1989 in common stock of Maui
Land & Pineapple Company, Inc., S&P 500 Index and S&P Food
Group.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee was at any time during the last
complete fiscal year an officer or employee of the Company or any of its
subsidiaries. No member was formerly an officer of the Company or any of its
subsidiaries. However, committee member Mary C. Sanford is the aunt of
Richard H. Cameron.
The Company currently leases approximately 1,600 acres of grazing land
to Haleakala Ranch Company at an annual rent of $14,626. The lease is due to
expire on March 31, 1998. Richard H. Cameron is Vice President of Haleakala
Ranch Company; he and Mary C. Sanford are directors. Committee member Peter
D. Baldwin is President, a major stockholder and a director of Haleakala Ranch
Company.
In 1994 Haleakala Dairy executed a promissory note to the Company for
$95,129 for its prorata share of a shared reservoir and water system. Baldwin
Pacific Corporation is the managing general partner of Haleakala Dairy. Peter
D. Baldwin is President of Baldwin Pacific Corporation.
ELECTION OF AUDITOR
The firm of Deloitte & Touche LLP, independent certified public
accountants, has been the auditor of the Company for many years. The Board of
Directors recommends the election of Deloitte & Touche LLP as the auditor of
the Company for fiscal year 1995 and thereafter until its successor is duly
elected.
A representative of Deloitte & Touche LLP will be present at the annual
meeting of shareholders, will be given an opportunity to make a statement and
will be available to respond to questions raised orally at the meeting or
submitted in writing by shareholders.
<PAGE>
OTHER MATTERS
The Board knows of no other matters that may be brought before the
meeting. However, if any other matters are properly brought before the
meeting, the persons named in the enclosed proxy or their substitutes will
vote in accordance with their best judgment on such matters and discretionary
authority to do so is included in the proxy.
SOLICITATION OF PROXIES
The entire cost of soliciting proxies will be borne by the Company. The
Company may make arrangements with brokerage houses, banks and other
custodians, nominees and fiduciaries to forward proxies and proxy material to
the beneficial owners of the common stock of the Company and to request
authority for the execution of proxies. In such cases, the Company may
reimburse such brokerage houses, banks, custodians, nominees and fiduciaries
for their expenses in connection therewith. Proxies may be solicited in
person or by telephone, telegram or mail by certain directors and officers of
the Company without additional compensation for such services, or by its
Transfer Agent, and the cost will be borne by the Company.
FINAL DATE FOR PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the Company's 1996
annual meeting must be received by the Company at its principal executive
office no later than December 4, 1995.
PROXY INSTRUCTIONS
A form of proxy for the Annual Meeting is enclosed. You are requested
to sign and return your proxy promptly to make certain your shares will be
voted at the meeting. As previously stated, you may revoke your proxy at any
time before it is voted by delivering a written revocation or a signed proxy
card bearing a later date to the Company's Secretary, provided that such
revocation or proxy card is actually received by the Secretary before it is
used. Attendance at the Annual Meeting will not in itself constitute
revocation of a proxy. If you attend the meeting, you may vote your shares in
person if you so decide. For your convenience, a self-addressed envelope is
enclosed; it requires no postage if mailed in the United States.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ ADELE H. SUMIDA
ADELE H. SUMIDA
Secretary
Kahului, Maui, Hawaii
March 31, 1995
<PAGE>
APPENDIX
The graphic image on page 13 of this document has the following graph points:
S&P
ML&P S&P FOOD
---- ---- ----
1989 $100 $100 $100
1990 68 97 143
1991 66 126 139
1992 63 136 125
1993 56 149 123
1994 26 151 129
<PAGE>
PROXY
MAUI LAND & PINEAPPLE COMPANY, INC.
120 KANE STREET, P. O. BOX 187
KAHULUI, MAUI, HAWAII 96732-0187
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING--MAY 5, 1995
The undersigned hereby makes, constitutes and appoints GARY L. GIFFORD,
PAUL J. MEYER and ADELE H. SUMIDA or any one of them as attorneys and proxies
of the undersigned, with full power of substitution for and in the name of the
undersigned to represent the undersigned at the Annual Meeting of Stockholders
of Maui Land & Pineapple Company, Inc. (the "Company") to be held at 9:00 a.m.
on Friday, May 5, 1995, in the Corporate Office courtyard, 120 Kane Street,
Kahului, Hawaii, and any postponements or adjournments thereof, and to vote
all shares of the stock of the Company standing in the name of the undersigned
with all the powers the undersigned would possess if personally present at
such meeting. This Proxy may be revoked by the undersigned at any time. The
undersigned directs that this Proxy be voted as follows:
1. To elect the nominees listed below as Class Two Directors to serve for a
three-year term or until their successors have been elected and
qualified: PETER D. BALDWIN and JOSEPH W. HARTLEY, JR.
[ ] FOR [ ] WITHHOLD AUTHORITY FOR ALL
Withhold authority to vote for (to withhold authority for only one
individual, write the candidate's name in the space provided):
-------------------------------------------------
2. To elect the firm of Deloitte & Touche as the Auditor of the Company for
the fiscal year 1995 and thereafter until its successor is duly elected.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS DIRECTED. IF THE PROXY IS PROPERLY SIGNED
AND RETURNED AND NO DIRECTIONS ARE GIVEN, THE VOTE WILL BE IN FAVOR OF ALL
PROPOSALS ABOVE. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER
MATTERS THAT MAY COME BEFORE THE MEETING.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting and accompanying Proxy Statement.
Date: __________________, 1995
Please sign EXACTLY as name(s) appears at left:
________________________________________________
________________________________________________
________________________________________________
If the proxy is signed by an attorney-in-fact, executor, administrator,
trustee or guardian, give full title. PLEASE DATE, SIGN AND RETURN PROMPTLY.
I plan to attend the Annual Meeting in person. [ ]
VOTING INSTRUCTIONS ARE ON THE REVERSE SIDE.
