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):
[X] 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
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[ ] Check box if any part of the fee is offset as provided by
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the offsetting fee was paid previously. Identify the previous
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(1) Amount previously paid:
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March 27, 1998
To Our Stockholders:
At our annual meeting on May 1, 1998, 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 1, 1998
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 1, 1998
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 1998 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 6, 1998 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 27, 1998
MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, P. O. Box 187
Kahului, Maui, Hawaii 96733-6687
March 27, 1998
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 6, 1998 will be entitled to
vote at the Annual Meeting of Stockholders to be held on May 1,
1998 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 6, 1998 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 March 2,
1998 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 633,066 (1)(4) 35.2%
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 136,799 (3) 7.6%
c/o Pacific Century Trust, Trustee
P. O. Box 3170
Honolulu, Hawaii 96802
(1) The J. Walter Cameron Family holdings include 149,820
shares owned by Mary C. Sanford; 42,811 shares owned by
Claire C. Sanford; 43,310 shares owned by Jared B. H.
Sanford; 66,203 shares owned by Richard H. Cameron, his
spouse and minor children (includes 1,364 shares
allocated to his account in the Maui Land & Pineapple
Company, Inc. Employee Stock Ownership Plan ["ESOP"]);
65,818 shares owned by Douglas B. Cameron; 39,029
shares owned by the Allan G. Sanford Trust, of which
Mary C. Sanford is the trustee; 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 Pacific Century Trust are co-trustees; and
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, Barbara Himmelrich, Morton B. Plant, 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.
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.
(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. 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 March 2,
1998 with respect to the Company's voting Common Stock
beneficially owned by directors, nominees and named executive
officers, and 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 414,924(1) 23.1%
Richard H. Cameron 292,278(2) 16.3%
Gary L. Gifford 1,247(3) 0.07%
Paul J. Meyer 2,061(3) 0.1%
Douglas R. Schenk 1,852(3) 0.1%
Donald A. Young 2,498(3) 0.1%
Scott A. Crockford 244(3) 0.01%
Peter D. Baldwin 100 .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) 642,688(4) 35.8%
(1) Mary C. Sanford, the aunt of Richard H. Cameron, owns of
record 149,820 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 63,039 shares and beneficially 229,239 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--1,242;
Meyer--2,061; Schenk--1,352; Young--2,498; Crockford--244.
(See Note (3) regarding the Company's ESOP in the preceding
table.)
(4) Includes 633,066 beneficially owned by the J. Walter
Cameron Family Group, but does not include 136,799
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 whose term of office expires in 2000 ("Class One
Directors"). The second class consists of the two directors
whose term of office expires in 1998 ("Class Two Directors").
The third class consists of the two directors whose term of
office expires in 1999 ("Class Three Directors").
The Board recommends the election of the nominees listed
below as Class Two Directors to hold office for three years,
until 2001, or until their successors are elected and qualified.
If at the time of the 1998 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.
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-Term expires in 2000:
Randolph G. Moore Chief Executive Officer of Kaneohe Ranch,
(age 59) 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., Koga Engineering & Construction,
Inc. 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 President of F. E. Trotter Inc., a
(age 67) business consulting firm in Honolulu,
Hawaii. He was a Trustee of The Estate
of James Campbell, a private
trust, in Honolulu, Hawaii, from 1970 -
1991. Mr. Trotter is a Director of
Pacific Century Financial Corp., Bank of
Hawaii, Bancorp Leasing, Inc. and Longs
Drug Stores. Mr. Trotter serves on the
boards of the University of Hawaii
Foundation, 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-Nominees to be elected in 1998 for a three-
year term:
Peter D. Baldwin President of Baldwin Pacific Corporation,
(age 60) 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
Baldwin Minkler Farms, Inc., Pacific
Century Financial Corp., 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. Chairman of the Board of Inland
(age 67) 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.
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 35.2% 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 of 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 Chairman of the Board and President of
(age 67) 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 Publisher of Maui Publishing Company,
(age 43) 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 1997. It has
two standing committees, the Audit Committee and the Compensation
Committee. The Audit Committee held one meeting and the
Compensation Committee held two meetings in 1997. 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. 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. Directors
receive a $500 attendance fee for attending any committee or
subcommittee meeting held individually on a single day.
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) 1997 $354,693 $38,497
President & 1996 342,173 37,858
Chief Executive Officer 1995 289,467 37,645
Paul J. Meyer 1997 235,369 32,158
Executive Vice President/ 1996 218,115 31,571
Finance 1995 200,272 31,181
Douglas R. Schenk 1997 208,022 11,255
Executive Vice President/ 1996 199,930 10,982
Pineapple 1995 178,980 10,635
Donald A. Young (2) 1997 195,990 36,675
Executive Vice President/ 1996 174,809 36,205
Resort 1995 167,250 35,593
Scott A. Crockford (3) 1997 121,410 501
Vice President/ 1996 110,058 539
Retail Property 1995 101,898 413
(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. Crockford became an executive officer of the Company in
May of 1995. This information includes compensation earned
by Mr. Crockford in 1995 as an employee of the Company.
(4) Represents imputed income related to excess group life
coverage and the Executive Supplemental Insurance Plan. 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 Executive Deferred
Compensation Plan ("EDCP") benefits payable after
retirement.
Details of "All Other Compensation" for 1997 are as follows:
Life
Insurance ESOP EDCP Total
(a)
Gifford $2,730 $720 $35,047 $38,497
Meyer 2,269 477 29,412 32,158
Schenk 1,143 422 9,690 11,255
Young 1,873 398 34,404 36,675
Crockford 255 246 -- 501
(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, 1997 valued at
$45.625 per share.
Executive Supplemental Insurance Plan/Executive Deferred
Compensation Plan
The Company has an Executive Supplemental Insurance Plan
("ESIP") together with an Executive Deferred Compensation Plan
("EDCP"), (the "Plans") which covers certain management personnel
approved by the Board. Currently 14 employees are covered. The
ESIP provides life insurance benefits and upon retirement, the
participant elects to continue benefits under the ESIP, or to
begin receiving benefits under the EDCP. The EDCP benefit is in
the form of a monthly payment payable for ten years. 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 Plans are
unfunded and are 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.
The Plans include a provision such that benefits under these
plans begin to vest after five years of participation in the
program. The benefit is 100% vested when the participant reaches
age 62. 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.
The ESIP 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 the 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 Plan
(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 ($125,000 in 1997) or (2) the maximum
compensation limitation ($160,000 in 1997), 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 12/31/97
Covered
Individual Years Compensation
Gary L. Gifford 9.3 $354,693
Paul J. Meyer 12.8 226,219
Douglas R. Schenk 20.3 208,022
Donald A. Young 18.5 195,990
Scott A. Crockford 7.1 114,150
ESTIMATED ANNUAL BENEFIT FROM QUALIFIED DEFINED BENEFIT PLAN
AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Final
5-Year Years of Service at Age 65
Average
Annual
Salary 15 20 25 30 35
$ 100,000 $20,038 $26,718 $33,397 $40,077
$44,525
125,000 25,663 34,218 42,772 51,327 57,024
150,000 31,288 41,718 52,147 62,577 69,523
175,000 36,913 49,218 61,522 73,827 82,022
200,000 42,538 56,718 70,897 85,077 94,520
225,000 48,163 64,218 80,272 96,327 107,019
250,000 53,788 71,718 89,647 107,577 119,518
275,000 59,413 79,218 99,022 118,827 132,017
300,000 65,038 86,718 108,397 130,077 144,515
325,000 70,663 94,218 117,772 141,327 157,014
350,000 76,288 101,718 127,147 152,577 169,513
375,000 81,913 109,218 136,522 163,827 182,012
400,000 87,538 116,718 145,897 175,077 194,510
425,000 93,163 124,218 155,272 186,327 207,009
450,000 98,788 131,718 164,647 197,577 219,508
Executive Severance Plan with Related Change-In-Control
Agreements
Effective March 5, 1998, the Company's Board of Directors
approved an Executive Severance Plan with related Change-in-
Control Agreements. The Executive Severance Plan covers the
Company's six executive officers. Payment will be made to an
executive officer who is terminated from employment as a result
of (1) a restructuring or downsized operation; (2) discontinuance
of certain business activities; or (3) elimination of a position
with no comparable position within the Company being offered to
the executive. The amount of the severance payment is one
month's base salary for each year of service up to a maximum of
twelve months for vice presidents and up to eighteen months for
the chief executive officer and executive vice presidents. The
minimum amount of severance payment is six months of base salary.
This payment will be made on the regular payroll schedule for the
number of months that the executive is eligible to receive
payment. If an incentive plan is in effect, the executive will
also receive a pro-rated annual incentive plan payment earned
during the year in which separation from employment occurred in
accordance with the terms of such plan. During the period that
the executive is eligible to receive severance payments, the
Company will also provide health care benefits with the same
coverage and same employer contributions as the executive was
receiving before termination of employment. Any payments under
the following Change-In-Control Agreements (the "Agreements")
would be in lieu of any payments under the Executive Severance
Plan.
The Agreements with each executive officer provide that a
"change-in-control" will be deemed to occur if (1) any person or
group (who is not on the date of the Agreements a beneficial
owner of 25% or more of the voting shares of the Company or a
Subsidiary) becomes the beneficial owner of 25% or more of the
total number of voting shares of that entity; (2) any person or
group (who is not on the date of the Agreements the beneficial
owner of 50% or more of the shares of the Company or a
Subsidiary) becomes the beneficial owner of 50% or more of the
total number of voting shares of that entity; (3) the persons who
were directors of the Company or a Subsidiary before a cash
tender or exchange offer, merger or other business combination,
sale of assets or contested election cease to constitute a
majority of the Board of Directors of that entity or a successor
thereto as a result of the transaction; (4) a merger or
consolidation of the Company occurs in which the entity is not
the survivor; or (5) a sale, transfer or other disposition of all
or substantially all (as defined) of the assets of the Company or
Subsidiary takes place; or in the case of a Subsidiary,
disposition of 50% or more of such Subsidiary's outstanding
voting securities takes place. For the purpose of the
Agreements, "Subsidiary" means Maui Pineapple Company, Ltd. and
Kapalua Land Company, Ltd. If the executive under the Agreement
is the Vice President/Retail Property for Maui Land & Pineapple
Company, Inc., the term Subsidiary shall mean and be limited to
Kaahumanu Center Associates.
The executive officer shall be entitled to receive severance
payments pursuant to the Agreements if a change-in-control occurs
and within 36 months (in the case of Messrs. Gifford, Meyer,
Schenk and Young) or 24 months (in the case of Messrs. Suzuki and
Crockford) thereafter (1) the executive's employment terminates
involuntarily without just cause (as defined); (2) the executive
voluntarily terminates employment for good reason (as defined);
(3) a successor entity fails or refuses to assume the Company's
obligations under the Agreements; or (4) the Company or any
successor commits a material breach of the Agreements.
Severance payments include (1) a lump sum cash payment of
2.99 times (for Messrs. Gifford, Meyer, Schenk and Young) or 2
times (for Messrs. Suzuki and Crockford) the executive's annual
base salary in effect on the effective date of termination; (2) a
payout under the Company's annual incentive plan (if any), in
accordance with the terms of such plan; (3) a continuation of all
welfare benefits at normal employee cost for three full years
(for Messrs. Gifford, Meyer, Schenk and Young) or two full years
(for Messrs. Suzuki and Crockford) from the effective date of
termination; (4) special retirement benefits equal to the
retirement benefit that the executive would have received under
the Maui Land & Pineapple Company, Inc. Pension Plan for Non-
Bargaining Unit Employees, the Supplemental Executive Retirement
Plan, and Executive Supplemental Insurance Plan/Executive
Deferred Compensation Plan, or any successor plans or
arrangements to such plans, had the executive's employment
continued for 36 months (in the case of Messrs. Gifford, Meyer,
Schenk and Young) or 24 months (in the case of Messrs. Suzuki and
Crockford) following his effective date of termination; and (5)
standard outplacement services as selected by the executive for a
period of up 36 months (in the case of Messrs. Gifford, Meyer,
Schenk and Young) or 24 months (in the case of Messrs. Suzuki and
Crockford) from the effective date of termination.
The Agreements provide that if any portion of the severance
payment or payment under any other agreement or plan of the
Company would constitute an "excess parachute payment" then the
payment to the executive will be reduced if such reduction
results in an increase in the executive's net benefit. If it is
ultimately determined pursuant to a final determination by the
Internal Revenue Service that any portion of the severance
payment is a "parachute payment" subject to excise tax, which was
not contemplated to be a "parachute payment" at the time of
payment, the executive will be entitled to a lump sum cash
payment sufficient to place the executive in the same net after
tax position that would have existed if such payment had not been
subject to the excise tax.
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 compensation system that covers all non-
bargaining unit employees. The Company's compensation system
aims to focus employee efforts at all levels to achieve desired
results and maximize returns to shareholders. The Committee's
philosophy with regard to executive compensation is to attract,
retain and reward the level of expertise needed to achieve the
Company's business objectives. The Committee is assisted from
time to time by independent management consultants who advise the
Committee on compensation matters.
In 1997, executive compensation was composed primarily of
base salary. Base salaries are determined based on midpoint
salary information 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
14. The CEO recommends base salary adjustments to the Committee
for executives who report to him based on his qualitative
judgment as to overall job performance, salary midpoints, the
relationship of the executive's compensation 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 base
salary adjustment for the CEO based on its qualitative judgment
as to his job performance and on the same midpoint guidelines
that are used throughout the Company.
In February 1997, as part of the review of the Company's
compensation program by an independent management consultant, an
analysis of the job content and related job content points
(points assigned based on job analysis) of senior management
positions was performed. The job content points were translated
into new annual dollar salary midpoints. The group of companies
from which the midpoint information was derived provided
compensation arrangements with significant bonus opportunities.
The salary midpoints were not adjusted in 1997 to reflect the
fact that bonus opportunities were not available to the Company's
executives. The new midpoint salaries recommended for the
executive officer positions ranged from 7.8% less to 5% greater
than the salary midpoints for 1996.
In March 1997, CEO Gary L. Gifford recommended to the
Committee salary increases ranging from 3.5% to 5% for the
executive officers reporting to him. The Committee consulted
with Mr. Gifford in connection with his recommendations and
reviewed the Company's forecast of financial performance for
1997. The Committee exercised its subjective judgment that
although profitability projections for 1996 had not been met,
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. The salaries approved for
two of the five executive officers were above the midpoint
recommendations. However, in both cases the recommendations fell
below 120% of the midpoint guidelines.
Also in March 1997, the Committee approved a salary increase
of 3.5% to $357,000 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.
In July 1997, the Committee approved and adopted a
compensation philosophy that reinforced a desire that there be a
shift in emphasis from base salary to performance-based variable
pay plans. While base salary will continue to be an important
part of the compensation program, the Committee would like the
Company to manage base salaries with the objective of maintaining
relatively low fixed cost levels as the Company shifts reward
opportunity into variable pay plans.
Compensation Committee:
Fred E. Trotter (Chairman) Andrew T. F. Ing
Peter D. Baldwin Randolph G. Moore
Richard H. Cameron Mary C. Sanford
Samuel K. Himmelrich, Sr.
Shareholder Return Performance Graph
Set forth below is a 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.
[GRAPH HERE]
*$100 invested on December 31, 1992 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
$16,400. The lease is due to expire on March 31, 2000. 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 1998 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 verbally 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 1999 annual meeting must be received by the Company at
its principal executive office no later than December 4, 1998.
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 27, 1998
APPENDIX
The graphic image on page 14 of this document has the following
graph points:
S&P
ML&P S&P FOOD
1992 100 100 100
1993 88 110 98
1994 42 111 104
1995 40 153 132
1996 40 189 154
1997 38 251 213
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 TO BE HELD MAY 1, 1998
The undersigned hereby makes, constitutes and appoints GARY
L. GIFFORD, PAUL J. MEYER and ADELE H. SUMIDA and each 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 1, 1998, 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 SAMUEL K. HIMMELRICH, SR.
______ FOR ______WITHHOLD AUTHORITY FOR ALL
INSTRUCTION: To withhold authority for any individual
nominee write that nominee's name in the space provided
below:
____________________________________________________________
2. To elect the firm of Deloitte & Touche LLP as the Auditor of
the Company for the fiscal year 1998 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:________________, 1998
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.
