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)
March 29, 1996
To Our Stockholders:
At our annual meeting on May 3, 1996, 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
MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, P. O. Box 187
Kahului, Maui, Hawaii 96732-0187
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 3, 1996
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 3, 1996 at 9:00 a.m. in the
Corporate Office courtyard, 120 Kane Street, Kahului, Hawaii, for the
following purposes:
1. To elect two Class Three 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 1996 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 27, 1996 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.
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 29, 1996
MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, P. O. Box 187
Kahului, Maui, Hawaii 96732-0187
March 29, 1996
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 27, 1996 will be entitled to vote at the Annual
Meeting of Stockholders to be held on May 3, 1996 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 27, 1996 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 20, 1996 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 719,153(1)(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
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 144,124(3) 8.0%
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; 36,169 shares owned by
Richard H. Cameron, his spouse and minor children (includes 1,358
shares allocated as of December 31, 1994 to his account in the
Maui Land & Pineapple Company, Inc. Employee Stock Ownership Plan
["ESOP"]); 35,789 shares owned by Douglas B. Cameron; 4,496 shares
owned by Joseph W. Hartley, Jr.; 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.
Mrs. Ort has disclaimed sole or shared voting power and sole
dispositive power with respect to the shares held by the
partnership of which she is a general partner. During 1995, Mrs.
Alvidrez and Mrs. Ort each filed Schedule 13G amendments with the
Securities and Exchange Commission, which stated that they have
ceased to be members of the J. Walter Cameron Family Group.
Except as indicated above, share ownership figures for the J.
Walter Cameron Family Group exclude shares owned by the Company's
ESOP (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, Toba Grant 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
that entity or individual.
(3) Gary L. Gifford, President of the Company, Paul J. Meyer, Douglas
R. Schenk and Donald A. Young, Executive Vice Presidents of the
Company, and Julie L. Salady, Vice President of the Company, are
members of the Administrative Committee of the Company's ESOP
which was adopted by the Company on December 27, 1978. 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).
Security Ownership of Management
The following table sets forth information as of February 20, 1996 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 313,354(2) 17.4%
Frances B. Cameron,
non-voting Director Emeritus 286,026(3) 15.9%
Joseph W. Hartley, Jr. 4,496(4) 0.3%
Gary L. Gifford 1,227(4) 0.07%
Paul J. Meyer 2,042(4) 0.1%
Douglas R. Schenk 1,833(4) 0.1%
Donald A. Young 2,479(4) 0.1%
Scott A. Crockford 230 0.01%
Julie L. Salady 191 0.01%
Warren A. Suzuki 406 0.02%
Peter D. Baldwin 100 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 (15) 728,361(5) 40.5%
(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 280,343 shares (see Note (1) regarding the J. Walter
Cameron Family Group in the preceding table). Included are 1,358
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) These totals include shares allocated to these executive officers as
participants in the Company's ESOP: Gifford--1,222; Meyer--2,042;
Schenk--1,333; Young--2,479; Crockford--230; Salady--191; Suzuki--406.
(See Note (3) regarding the Company's ESOP in the preceding table.)
(5) Includes 719,153 shares beneficially owned by the J. Walter
Cameron Family Group, but does not include 144,124 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 did
not identify any such required report that was not timely filed, except that
Douglas B. Cameron purchased 50 shares in April 1995, which were not reported
on Form 4 until January 1996.
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 1995 annual meeting whose
term of office expires in 1998 ("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
Three Directors to hold office for three years, until 1999, or until their
successors are elected and qualified. If at the time of the 1996 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 Three Directors.
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
Three Directors and all Class One and one of the Class Two 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 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 57) 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 65) 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.
Class Two Directors--Elected in 1995 for a three-year term:
Peter D. Baldwin President: Baldwin Pacific Corporation, 1972(1)
(age 58) 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., Haleakala Ranch Co.
Joseph W. Hartley, Jr. Retired President & Chief Executive Officer: 1995
(age 62) Maui Land & Pineapple Company, Inc. (1992-1995);
President: Maui Pineapple Company, Ltd.
(1969-1992); Director: Maui Land & Pineapple
Company, Inc., Maui Pineapple Company, Ltd.,
Kapalua Land Company, Ltd.
Positions and Offices with the Year First
Company and Principal Occupation During Elected
Name Last Five Years and Other Information Director
Class Three Directors--Nominees to be elected in 1996 for a three-year term:
Mary C. Sanford Chairman: Maui Publishing Co., Ltd., 1972(1)
(age 65) Maui Land & Pineapple Co., Inc.;
Director: Haleakala Ranch Co.,
Maui Land & Pineapple Co., Inc.,
Kapalua Land Co., Ltd.,
Maui Pineapple Co., Ltd.
Maui Publishing Co., Ltd.
Richard H. Cameron Publisher: Maui Publishing Co., Ltd.; 1984
(age 41) Vice Chairman: Maui Land & Pineapple Co.,
Inc.; Vice President/Property Management:
Maui Land & Pineapple Co., Inc. (1990-1995);
Director: Maui Land & Pineapple Co., Inc.,
Maui Pineapple Co., Ltd., Kapalua Land Co., Ltd.
Maui Publishing Co., Ltd., Haleakala Ranch Co.
(1) Year first elected as director. Mrs. Sanford did not serve as a
director from 1979 to 1981. Mr. Baldwin did not serve as a director
from 1979 to 1980.
Certain Transactions
See "Compensation Committee Interlocks and Insider Participation."
Directors' Meetings and Committees
The Board of Directors held four meetings in 1995. It has two standing
committees, the Audit Committee and the Compensation Committee. Each
committee held one meeting in 1995. 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 Peter D. Baldwin, Richard H. Cameron, Joseph W. Hartley,
Jr., Andrew T. F. Ing, Randolph G. Moore (Chairman, Audit Committee), Mary C.
Sanford and Fred E. Trotter III (Chairman, Compensation Committee).
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.
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
(5)
Joseph W. Hartley, Jr. (1) 1995 $ 70,875 $ 14,672
President & Chief Executive 1994 283,500 64,632
Officer 1993 309,750 100,120
Gary L. Gifford (2) 1995 289,467 37,645
President & Chief Executive 1994 188,194 37,537
Officer 1993 199,276 62,696
Paul J. Meyer 1995 200,272 31,181
Executive Vice 1994 175,860 31,304
President/Finance 1993 190,730 54,568
Douglas R. Schenk 1995 178,980 10,635
Executive Vice 1994 145,800 10,630
President/Pineapple 1993 136,300 28,112
Donald A. Young (3) 1995 167,250 35,593
Executive Vice
President/Resort
Warren A. Suzuki (4) 1995 101,965 11,552
Vice President/
Land Management
(1) Information for 1995 includes Mr. Hartley's earnings through March 31,
1995, the effective date of his retirement.
(2) Mr. Gifford was appointed President and CEO of ML&P as of April 1, 1995.
This information includes compensation earned by Mr. Gifford as
Executive Vice President/Resort of the Company.
(3) Mr. Young became an executive officer in April of 1995. This
information includes compensation earned by Mr. Young in 1995 as an
officer of the Company's subsidiary.
(4) Mr. Suzuki became an executive officer of the Company in October of
1995. This information includes compensation earned by Mr. Suzuki in
1995 as an officer of the Company's subsidiary.
(5) 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.
Details of "All Other Compensation" for 1995 are as follows:
Life
Insurance ESOP ESIP Total
(a)
Hartley $2,833 $ 211 $11,628 $14,672
Gifford 1,738 860 35,047 37,645
Meyer 1,175 595 29,411 31,181
Schenk 414 532 9,689 10,635
Young 693 497 34,403 35,593
Suzuki 332 303 10,917 11,552
(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, 1995 valued at $47 per share.
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 15 individuals are covered. 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 more 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.
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 ($120,000 in 1995) or (2) the maximum compensation
limitation ($150,000 in 1995), 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 12/31/95
Covered
Individual Years Compensation
Joseph W. Hartley, Jr. 36.4 $ 70,875
Gary L. Gifford 7.3 289,467
Paul J. Meyer 10.8 200,272
Douglas R. Schenk 18.3 178,980
Donald A. Young 16.5 167,250
Warren A. Suzuki 6.1 101,965
ESTIMATED ANNUAL BENEFIT FROM QUALIFIED DEFINED BENEFIT PLAN
AND SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM
Final
5-Year Years of Service at Age 65
Average
Annual
Salary 15 20 25 30 35
$375,000 $82,198 $109,597 $136,996 $164,395 $182,643
350,000 76,573 102,097 127,621 153,145 170,145
325,000 70,948 94,597 118,246 141,895 157,646
300,000 65,323 87,097 108,871 130,645 145,147
275,000 59,698 79,597 99,496 119,395 132,648
250,000 54,073 72,097 90,121 108,145 120,150
225,000 48,448 64,597 80,746 96,895 107,651
200,000 42,823 57,097 71,371 85,645 95,152
175,000 37,198 49,597 61,996 74,395 82,653
150,000 31,573 42,097 52,621 63,145 70,155
125,000 25,948 34,597 43,246 51,895 57,656
100,000 20,323 27,097 33,871 40,645 45,157
75,000 14,698 19,597 24,496 29,395 32,658
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 an independent management consultant which
advises the Committee on compensation matters.
Executive compensation is primarily comprised of base salary. Salary
midpoints have been provided by an independent management consultant with
reevaluations as conditions warrant. Midpoint information is derived from a
group of U.S. industrial organizations that are similar in size, scope and
complexity to the Company. This group is different from the S&P Food group
referred to in the Shareholder Return Performance Graph on page ==. 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
midpoints, where the executive's compensation stands relative to the midpoint
and the Company's overall budget for salaries. The Company's salary system
seeks to establish salaries that are within 80% to 120% of the midpoint
guidelines, based on experience, knowledge of the position and performance
level. The Committee approves a salary adjustment for the CEO based on its
qualitative judgment as to his job performance and within the same midpoint
guidelines which are used throughout the Company.
In November of 1993, upon the recommendation of then 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. In December of 1994 and March of 1995
salaries were reinstated to their pre-November 1993 levels.
Effective April 1, 1995, Gary L. Gifford was appointed to the position
of President and Chief Executive Officer and Donald A. Young was appointed to
the position of Executive Vice President/Resort. In May 1995, Scott A.
Crockford and Julie L. Salady were appointed Vice Presidents of the Company.
Warren A. Suzuki was appointed Vice President/Land Management in October 1995,
replacing Richard H. Cameron who left the Company to accept a position with
another firm.
During 1995 the salary midpoints for all executive officers of the
Company were reevaluated by an independent management consultant. The salary
midpoints provided were not adjusted to reflect the fact that the companies
from which the salary data were derived generally provide compensation
arrangements with significant bonus opportunities that are not presently
available to the Company's executive officers. The evaluation confirmed that
the Company was not meeting its objective of providing a competitive pay
system.
Based on these salary midpoints, the Committee's qualitative judgement
as to each executive's job performance and the Committee's judgement that
there had been sufficient improvement in the Company's financial condition to
begin addressing the competitive concern of key officers' salaries falling
below market, salary increases for executive officers were approved. For all
executives, except Mr. Meyer, the salary increase approved continued to be
below the midpoint comparables.
Mr. Gifford's salary was increased to $330,000, effective April 1995, in
connection with his assumption of the responsibilities as the Company's CEO.
The salary increase for Mr. Gifford was recommended to the Committee by Joseph
W. Hartley, Jr. before his retirement in March 1995. As with the other
executive officers, the salary recommendation for Mr. Gifford was not based
upon any specific corporate performance. Mr. Gifford's salary was approved by
the Committee based on the midpoint salary information provided and the
Committee's qualitative judgement as to the importance of his position and his
responsibility as the Company's CEO.
Other aspects of executive compensation are described on pages == to ==.
In 1995 there were no new items added to or changes made to such other
compensation.
Compensation Committee:
Fred E. Trotter (Chairman) Andrew T. F. Ing
Peter D. Baldwin Randolph G. Moore
Richard H. Cameron (as of 3/1/96) Mary C. Sanford
Joseph W. Hartley, Jr.
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*
GRAPH - SEE APPENDIX
* $100 invested on December 31, 1990 in common stock of Maui
Land & Pineapple Company, Inc., S&P 500 Index and S&P Food
Group.
Compensation Committee Interlocks and Insider Participation
Joseph W. Hartley, Jr. was President and Chief Executive Officer of the
Company from June 1992 until his retirement on March 31, 1995. In May 1995 he
was elected to the Company's Board of Directors and was appointed to the
Compensation Committee. Committee member Mary C. Sanford is the aunt of
Richard H. Cameron. Mr. Cameron was an executive officer of the Company until
his resignation, which was effective on October 15, 1995. On March 1, 1996,
Mr. Cameron was appointed to the Compensation Committee.
No other member of the Compensation Committee (which includes all
members of the Board) was at any time during the last complete fiscal year an
officer or employee of the Company or any of its subsidiaries.
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 1996 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.
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 1997
annual meeting must be received by the Company at its principal executive
office no later than December 4, 1996.
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 29, 1996
3/20/96
APPENDIX
The graphic image on page == of this document has the following graph points:
S&P
ML&P S&P FOOD
==== === ====
1990 100 100 100
1991 98 130 98
1992 93 140 87
1993 82 154 86
1994 39 156 91
1995 37 215 116
<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 3, 1996
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 3, 1996, 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 Three Directors to serve for
a three-year term or until their successors have been elected and
qualified: MARY C. SANFORD and RICHARD H. CAMERON.
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 LLP as the Auditor of the Company
for the fiscal year 1996 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: , 1996
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.
VOTING INSTRUCTIONS ARE ON THE REVERSE SIDE.
