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. )
File by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For
Use of the Commission
Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule
14a-12
Maui Land & Pineapple Company, Inc
(Name of Registrant as Specified in Its Charter)
_____________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies.
_____________________________________________________________
(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculate and state how it was
determined):
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[ ] Check box if any part of the fee is offset as provided by
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previous filing by registration statement number, or the form
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March 28, 1997
To Our Stockholders:
At our annual meeting on May 2, 1997, 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 96733-6687
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 2, 1997
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 2, 1997
at 9:00 a.m. in the Corporate Office courtyard, 120 Kane Street,
Kahului, Hawaii, for the following purposes:
1. To elect two Class One 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 1997 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 March 7, 1997 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 28, 1997
MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, P. O. Box 187
Kahului, Maui, Hawaii 96733-6687
March 28, 1997
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 March 7, 1997 will be entitled to
vote at the Annual Meeting of Stockholders to be held on May 2,
1997 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 March 7, 1997 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
27, 1997 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 673,642(1)(4) 37.5%
P. O. Box 187
Kahului, Hawaii 96733
Maui Publishing Company, Ltd. 105,939(4) 5.9%
P. O. Box 550
Wailuku, Hawaii 96793
Cameron Family Partnership 99,776(1) 5.6%
P. O. Box 187
Kahului, Hawaii 96733
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 139,941(3) 7.8%
c/o Hawaiian Trust Co., Ltd., Trustee
P. O. Box 3170
Honolulu, Hawaii 96802
(1) The J. Walter Cameron Family holdings include 150,341
shares owned by Mary C. Sanford; 42,551 shares owned by
Claire C. Sanford; 43,050 shares owned by Jared B. H.
Sanford; 58,686 shares owned by Richard H. Cameron, his
spouse and minor children (includes 1,364 shares
allocated as of December 31, 1995 to his account in the
Maui Land & Pineapple Company, Inc. Employee Stock
Ownership Plan ["ESOP"]); 58,300 shares owned by
Douglas B. Cameron; 4,500 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; 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 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. 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, 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 any 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 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
27, 1997 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 415,445(1) 18.1%
Richard H. Cameron 335,871(2) 17.4%
Gary L. Gifford 1,237(3) 0.07%
Paul J. Meyer 2,051(3) 0.1%
Douglas R. Schenk 1,843(3) 0.1%
Donald A. Young 2,488(3) 0.1%
Warren A. Suzuki 412(3) 0.02%
Scott A. Crockford 237(3) 0.01%
Peter D. Baldwin 100 0.01%
Samuel K. Himmelrich, Sr. -- --
Randolph G. Moore 1,000 0.06%
Fred E. Trotter III -- --
Andrew T. F. Ing, non-voting
Director Emeritus 200 0.01%
All directors, nominees
and executive officers
as a group (13) 683,210(4) 40.5%
(1) Mary C. Sanford, the aunt of Richard H. Cameron, owns of
record 150,341 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 nephew of Mary C. Sanford, owns
of record 55,522 shares and beneficially 280,349 shares
(see Note (1) regarding the J. Walter Cameron Family
Group in the preceding table). Included are 1,364
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) Amounts include shares allocated to these executive officers
as participants in the Company's ESOP: Gifford--1,232;
Meyer--2,051; Schenk--1,343; Young--2,488; Suzuki-412;
Crockford--237. (See Note (3) regarding the Company's ESOP
in the preceding table.)
(4) Includes 673,642 beneficially owned by the J. Walter
Cameron Family Group, but does not include 139,941
shares owned by the Company's ESOP (see Note (3)
regarding the Company's ESOP in the preceding table).
Section 16(a) Beneficial Ownership Reporting Compliance
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 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.
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 1996
annual meeting whose term of office expires in 1999 ("Class Three
Directors").
The Board recommends the election of the nominees listed
below as Class One Directors to hold office for three years,
until 2000, or until their successors are elected and qualified.
If at the time of the 1997 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 One 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 One Directors and all Class Three 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 1993 Andrew T. F. Ing was elected a Director Emeritus of
the Company in recognition of his long and dedicated service. As
Director Emeritus, he is eligible to attend all meetings of the
Board of Directors and to have his fees and expenses paid, but he
is not eligible to vote and is not counted as part of the quorum
at any meeting.
The following section 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.
Class One Directors--Nominees to be elected in 1997 for a three-
year term:
Randolph G. Moore, 58, is Chief Executive Officer of Kaneohe
Ranch, a manager of family trusts in Kailua, Hawaii. He is also
Executive Vice President of the H.K.L. Castle Foundation, a
charitable family foundation in Kailua, Hawaii. Mr. Moore was
President of Molokai Ranch Ltd., a real estate management and
development company in Maunaloa, Hawaii from 1986 - 1989. Mr.
Moore is a Director of Grove Farm Company, Inc., Hawaii
Stevedores, Inc., Hawaii Strategic Development Corp. and the Land
Use Research Foundation. He is Chairman of the Board and a
Trustee of The Oceanic Institute. Mr. Moore also serves on the
boards of a number of community organizations. He has been a
director of the Company since 1994. Mr. Moore has extensive
experience in property management and development in Hawaii.
Fred E. Trotter III, 66, is President of F. E. Trotter Inc., a
business consulting firm in Honolulu, Hawaii. He was a Trustee
for The Estate of James Campbell, a private trust, in Honolulu,
Hawaii, from 1970 - 1991. Mr. Trotter is a Director of Bancorp
Hawaii, Inc., Bank of Hawaii, Bancorp Leasing, Inc., Longs Drug
Stores and Kikialoa Land Co. Mr. Trotter also serves on the
boards of the Rehabilitation Hospital of the Pacific, the Kahuku
Community Hospital, and a number of other community
organizations. He has been a director of the Company since 1992.
Mr. Trotter has extensive experience in agribusiness and property
management in Hawaii.
Class Two Directors--Term expires in 1998:
Peter D. Baldwin, 59, is President of Baldwin Pacific
Corporation, a diversified food distribution, processing and
packaging company in Kahului, Hawaii. He is also President of
Baldwin Pacific Properties, Inc., a real estate development
company in Kahului, Hawaii. He is President and Director of
Haleakala Ranch Company, and a Director of Bishop Insurance
Agency of Hawaii, Inc., Bancorp Hawaii, Inc., Bank of Hawaii,
Haleakala Properties, Inc. and Orchards Hawaii, Inc. He has been
a director of the Company since 1972. Mr. Baldwin did not serve
as a director from 1979 to 1980.
Samuel K. Himmelrich, Sr., 66, is Chairman of the Board of Inland
Leidy, Inc., a chemical distribution company in Baltimore,
Maryland. He is also a general partner of Eutaw Property
Enterprise, a real estate development company in Baltimore,
Maryland. Mr. Himmelrich is a Director of the Harry Weinberg
Family Foundation, Inc., The Associated Jewish Community
Federation of Baltimore and various community organizations. He
has been a director of the Company since July of 1996, when he
was appointed by the Board to fill the vacancy caused by the
resignation of Joseph W. Hartley, Jr.
Mr. Himmelrich was appointed to the Company's Board of Directors
at the request of the Harry Weinberg Family Foundation, Inc. (the
"Foundation"), a public charitable foundation that owns 37.1% of
the Company's outstanding stock. In connection with that
appointment, the Foundation entered into certain understandings
with Mary Cameron Sanford, whose family owns approximately 37.5%
of the Company's stock, and with the Company's Board of
Directors. Those understandings, which are subject to various
conditions and exceptions, included agreements that while the
Foundation's representative serves on the Board, prior to April
1, 1998, the Foundation will not without the Board's approval
acquire additional stock of the Company or solicit proxies with
respect to the Company's stock or enter into agreements
concerning voting of the Company's stock or participate in a
group for the purpose of acquiring, holding or disposing in the
Company's stock, or until mailing of the Company's proxy
statement for its 1998 annual meeting seek any additional Board
seats (except in connection with any increase in board size) or
assist other parties in an effort to affect the size or
membership of the Company's Board.
Class Three Directors--Term expires in 1999:
Mary C. Sanford, 66, is Chairman of the Board and President of
Maui Publishing Company, Ltd., a newspaper publishing company, in
Wailuku, Hawaii, and Chairman of the Board of Maui Land &
Pineapple Company, Inc. Mrs. Sanford was Publisher of Maui
Publishing Company, Ltd. from 1985 to 1995. She is a Director of
Haleakala Ranch Company and of various community organizations.
She has been a director of the Company since 1972. Mrs. Sanford
did not serve as a director from 1979 to 1981.
Richard H. Cameron, 42, is Publisher of Maui Publishing Company,
Ltd., a newspaper publishing company, in Wailuku, Hawaii, and
Vice Chairman of the Board of Maui Land & Pineapple Company, Inc.
He was Vice President/Property Management of Maui land &
Pineapple Company, Inc. from 1990 to 1995. Mr. Cameron is a
Director of Haleakala Ranch Company, Triple C Investment Corp.,
and various community organizations. He has been a director of
the Company since 1984.
Certain Transactions
See "Compensation Committee Interlocks and Insider
Participation."
Directors' Meetings and Committees
The Board of Directors held five meetings in 1996. It has
two standing committees, the Audit Committee and the Compensation
Committee. Each committee held one meeting in 1996. 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, Samuel
K. Himmelrich, Sr., 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 regular Board meeting attended.
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 Board meeting attendance
fees or an annual fee. Audit Committee and Compensation
Committee meetings normally are held on the same day and
committee members receive an attendance fee of $500 for attending
both meetings. If an Audit Committee or Compensation Committee
meeting is held individually on a single day, committee members
still receive a $500 attendance fee.
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
(4)
Gary L. Gifford (1) 1996 $342,173 $37,858
President & Chief Executive 1995 289,467 37,645
Officer 1994 188,194 37,537
Paul J. Meyer 1996 218,115 31,571
Executive Vice 1995 200,272 31,181
President/Finance 1994 175,860 31,304
Douglas R. Schenk 1996 199,930 10,982
Executive Vice 1995 178,980 10,635
President/Pineapple 1994 145,800 10,630
Donald A. Young (2) 1996 174,809 36,205
Executive Vice 1995 167,250 35,593
President/Resort
Warren A. Suzuki (3) 1996 114,058 11,650
Vice President/ 1995 101,965 11,552
Land Management
(1) Mr. Gifford was appointed President and CEO of the Company
as of April 1, 1995. This information includes compensation
earned by Mr. Gifford as Executive Vice President/Resort of
the Company.
(2) Mr. Young became an executive officer of the Company in
April of 1995. This information includes compensation
earned by Mr. Young in 1995 as an officer of a subsidiary of
the Company.
(3) 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 a subsidiary
of the Company.
(4) 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.
Details of "All Other Compensation" for 1996 are as follows:
Life
Insurance ESOP ESIP Total
(a)
Gifford $1,789 $1,022 $35,047 $37,858
Meyer 1,507 652 29,412 31,571
Schenk 695 597 9,690 10,982
Young 1,279 522 34,404 36,205
Suzuki 392 341 10,917 11,650
(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, 1996 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 14 employees 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 1996) or (2) the maximum
compensation limitation ($150,000 in 1996), the SERP provides 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 12/31/96
Covered
Individual Years Compensation
Gary L. Gifford 8.3 $342,173
Paul J. Meyer 11.8 218,115
Douglas R. Schenk 19.3 199,930
Donald A. Young 17.5 174,809
Warren A. Suzuki 7.1 114,058
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
$ 75,000 $14,559 $ 19,411 $ 24,264 $ 29,117 $ 32,349
100,000 20,184 26,911 33,639 40,367 44,848
125,000 25,809 34,411 43,014 51,617 57,347
150,000 31,434 41,911 52,389 62,867 69,845
175,000 37,059 49,411 61,764 74,117 82,344
200,000 42,684 56,911 71,139 85,367 94,843
225,000 48,309 64,411 80,514 96,617 107,342
250,000 53,934 71,911 89,889 107,867 119,840
275,000 59,559 79,411 99,264 119,117 132,339
300,000 65,184 86,911 108,639 130,367 144,838
325,000 70,809 94,411 118,014 141,617 157,337
350,000 76,434 101,911 127,389 152,867 169,835
375,000 82,059 109,411 136,764 164,117 182,334
400,000 87,684 116,911 146,139 175,367 194,833
425,000 93,309 124,411 155,514 186,617 207,332
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
13. 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 February 1996, after reevaluation by an independent
management consultant, the salary midpoints for all executive
officers of the Company were increased by 2%. The 2% recommended
midpoint increase was based on estimates of 1995 CPI, which
ranged from 2% to 2.5%. 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.
Salary increases for the executive officers, excluding the
CEO, ranging from 4.5% to 12.4% were recommended to the Committee
by CEO Gary L. Gifford.
The Committee consulted with Mr. Gifford in connection with
his recommendations and reviewed the Company's forecast of
financial performance for 1996. The Committee exercised its
subjective judgment that sufficient progress had been made toward
improving the Company's financial strength to continue addressing
the competitive concern that key officers' compensation had
fallen below market. Based upon these discussions and reviews,
the salary midpoint data and the Committee's qualitative judgment
as to the relative value of each executive's performance, the
recommended salary increases for executive officers were
approved. For all executives, except Mr. Meyer, the salary
increase approved continued to be below the midpoint comparables.
The Committee approved a salary increase of 4.5% to $345,000
for Mr. Gifford. As with the other executive officers, the
salary increase for Mr. Gifford was not based upon any specific
corporate performance criteria. Mr. Gifford's salary was
approved by the Committee based on the midpoint salary
information provided and the Committee's qualitative judgment as
to his overall job performance.
Other aspects of executive compensation are described on
pages 9 to 11. In 1996 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
Samuel K. Himmelrich, Sr. (as of 11/1/96)
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*
[SEE APPENDIX FOR GRAPH POINTS]
* $100 invested on December 31, 1991 in common
stock of Maui Land & Pineapple Company, Inc., S&P
500 Index and S&P Food Group.
Compensation Committee Interlocks and Insider Participation
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 formerly 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.
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 1997 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 1998 annual meeting must be received by the Company at
its principal executive office no later than December 4, 1997.
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 28, 1997
APPENDIX
The graphic image on page == of this document has the following
graph points:
S&P
ML&P S&P FOOD
==== === ====
1991 100 100 100
1992 95 108 89
1993 84 118 88
1994 40 120 93
1995 37 165 118
1996 37 203 138
PROXY
MAUI LAND & PINEAPPLE COMPANY, INC.
120 KANE STREET, P. O. BOX 187
KAHULUI, MAUI, HAWAII 96733-6687
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING
- --MAY 2, 1997
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 2, 1997, 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 One Directors to
serve for a three-year term or until their successors have
been elected and qualified: RANDOLPH G. MOORE AND FRED E.
TROTTER III.
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 1997 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: , 1997
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.
