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)
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[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.
_________________________________________________________________
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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 calculated and state how it was
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the offsetting fee was paid previously. Identify the previous
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April 2, 1999
To Our Stockholders:
At our annual meeting on April 30, 1999, 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
April 30, 1999
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, April 30,
1999 at 8:30 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 Auditor of the Company for fiscal year 1999 and
thereafter until its successor is duly elected; and
3. To transact such other business as may be properly brought
before the meeting or any postponement or adjournment
thereof.
The close of business on March 8, 1999 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: April 2, 1999
MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, P. O. Box 187
Kahului, Maui, Hawaii 96733-6687
April 2, 1999
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.
This proxy statement is first being mailed to shareowners on
or about April 2, 1999.
VOTING SECURITIES AND RIGHT TO VOTE
Holders of record of shares of Common Stock of the Company
at the close of business on March 8, 1999 will be entitled to
vote at the Annual Meeting of Stockholders to be held on April
30, 1999 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 8, 1999 was 7,188,500.
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
24, 1999 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 2,524,881 (1)(4) 35.1%
P. O. Box 550
Wailuku, Hawaii 96793
Maui Publishing Company, Ltd. 423,756 (4) 5.9%
P. O. Box 550
Wailuku, Hawaii 96793
Cameron Family Partnership 399,104 (1) 5.6%
P. O. Box 550
Wailuku, Hawaii 96793
Harry Weinberg Family
Foundation, Inc. 2,669,780 (2) 37.1%
101 West Mount Royal Avenue
Baltimore, Maryland 21201
Maui Land & Pineapple Company, Inc.
Employee Stock Ownership Trust 518,854 (3) 7.2%
c/o Pacific Century Trust, Trustee
P. O. Box 3170
Honolulu, Hawaii 96802
(1) The J. Walter Cameron Family holdings include 599,280
shares owned by Mary C. Sanford; 163,861 shares owned
by Claire C. Sanford; 173,240 shares owned by Jared B.
H. Sanford; 264,812 shares owned by Richard H. Cameron,
his spouse and minor children (includes 5,456 shares
allocated to his account in the Maui Land & Pineapple
Company, Inc. Employee Stock Ownership Plan ["ESOP"]);
263,272 shares owned by Douglas B. Cameron; 156,116
shares owned by the Allan G. Sanford Trust, of which
Mary C. Sanford is the trustee; 399,104 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; 81,440 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
423,756 shares owned by Maui Publishing Company, Ltd.,
of which Claire C. Sanford is a director, 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 (the "Foundation"), owns
2,669,780 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 202,688 shares. The Company has been
advised by the Foundation 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 423,756 shares.
Claire C. Sanford is a director, 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 30,
1999 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 1,659,696(1) 23.1%
Richard H. Cameron 1,169,112(2) 16.3%
Claire C. Sanford 1,068,161(3) 14.9%
Donald A. Young 11,520(4) 0.2%
Paul J. Meyer 10,233(4) 0.1%
Douglas R. Schenk 9,005(4) 0.1%
Gary L. Gifford 7,365(4) 0.1%
Randolph G. Moore 4,000 0.06%
Warren A. Suzuki 1,700(4) 0.01%
Morton B. Plant -- --
Samuel K. Himmelrich, Sr. -- --
Fred E. Trotter III -- --
All directors, nominees and executive officers
as a group (13) 2,569,700(5) 35.7%
(1) Mary C. Sanford, mother of Claire C. Sanford and aunt of
Richard H. Cameron, owns of record 599,280 shares and
beneficially 1,060,416 shares. She is a Class Three
Director.
(2) Richard H. Cameron owns of record 252,156 shares and
beneficially 916,956 shares. Included are 5,456 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) Claire C. Sanford owns of record 163,861 shares and
beneficially 904,300 shares. She is a Class Two Director (see
"Election of Directors" below).
(4) Amounts include shares allocated to these executive officers
as participants in the Company's ESOP: Gifford-4,992;
Meyer-8,272; Schenk-5,436; Young-10,020; Suzuki-1,700. (See
Note (3) regarding the Company's ESOP in the preceding
table.)
(5) Includes 2,524,881 shares beneficially owned by the J.
Walter Cameron Family Group, but does not include
518,854 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 Bylaws 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 2001 ("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 Three Directors to hold office for three years,
until 2002, or until their successors are elected and qualified.
If at the time of the 1999 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. One of the
Board's nominees for Class Three Director and two of the Class
One Directors are Hawaii residents. Under the Company's Bylaws,
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. The Company's Bylaws permit the Board of Directors
to appoint Directors Emeritus. Mary C. Sanford, who has served
as a director since 1972 and as Chairman since 1992, informed the
Board of Directors that she did not wish to be nominated for
reelection upon expiration of her current term in 1999. In March
1999, the Board of Directors appointed her as a Director
Emeritus, effective upon the election of her successor as a
director at the 1999 Annual Meeting. Directors Emeritus are
eligible to attend all meetings of the Board of Directors, but
are not eligible to vote and are not counted as part of the
quorum at any such meeting.
The following section indicates the principal occupation or
employment of each continuing director and nominee, his or her
positions with the Company and other information, and the year
first elected as a director.
Class One Directors-Term expires in 2000:
Randolph G. Moore Chief Executive Officer of Kaneohe Ranch,
(age 60) a manager of family trusts in Kailua, Hawaii.
He is Executive Vice President of the H.K.L.
Castle Foundation, a charitable family
foundation in Kailua, Hawaii. Mr. Moore
has extensive experience in property
management and development in 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
serves on the boards of a number of
community organizations. He has been a
director of the Company since 1994.
Fred E. Trotter III President of F. E. Trotter Inc., a
(age 68) 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. Mr. Trotter has extensive
experience in agribusiness and property
management in Hawaii. He has been a
director of the Company since 1992.
Class Two Directors-Term expires in 2001:
Samuel K. Himmelrich, Sr. President of Windsor Terminal, Inc.,
(age 68) a provider of terminal and warehouse services in
Baltimore, Maryland. He was Chairman of
the Board of Inland Leidy, Inc., a
chemical distribution company, from 1954
- 1998. Mr. Himmelrich is 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.
Claire C. Sanford Co-owner of Top Dog Studio, a jewelry and
(age 40) metal sculpture business in Gloucester,
Massachusetts. She is a part-time
instructor at the Massachusetts College of
Art. She is a Director of Maui Publishing
Company, Ltd. and various community
organizations. Ms. Sanford has served on
one or more of the Company's subsidiary
boards continuously since 1987, and has
been a director of the Company since March
of 1999.
Class Three Directors-Nominees to be elected in 1999 for a three-
year term:
Richard H. Cameron Publisher of Maui Publishing Company, Ltd.,
(age 44) 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 - 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.
Morton B. Plant Chairman of the Board of Keywell, LLC, the
(age 62) largest domestic processor of stainless steel
and high temperature alloy scrap in the U.S.
He was Chairman of the Board and CEO of
Keywell Corporation from 1991 to 1996.
Mr. Plant is a Director of Mercantile
Bankshares Corp., Mercantile Safe Deposit
& Trust Co., the Harry Weinberg Family
Foundation, Inc. and other community and
trade organizations. He is Chairman Elect
of The Associated Jewish Community
Federation of Baltimore.
Mr. Plant was nominated as a Class Three
Director at the request of the Foundation.
In connection with that nomination, the
Foundation entered into certain
understandings with Mary C. Sanford and
Richard H. Cameron (who agreed to support
the nomination of Mr. Plant and to
recommend that other directors do so).
Those understandings included the
Foundation's agreement to support the
March 1999 Board appointment of Claire C.
Sanford as a Class Two Director to fill
the vacancy resulting from the resignation
of Peter D. Baldwin, its agreement to
support the March 1999 Board appointment
of Mary C. Sanford as a Director Emeritus,
effective upon election of her successor
as a director of the Company, and its
agreement to support and vote for the
election of Mr. Cameron and Mr. Plant at
the 1999 Annual Meeting.
Certain Transactions
See "Compensation Committee Interlocks and Insider
Participation."
Directors' Meetings and Committees
The Board of Directors held six meetings in 1998. 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 1998. 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 during 1998 were Peter D. Baldwin, Richard H.
Cameron, Samuel K. Himmelrich, Sr., Randolph G. Moore (Chairman,
Audit Committee), Mary C. Sanford and Fred E. Trotter III
(Chairman, Compensation Committee).
Directors receive an attendance fee of $500 for each Board
meeting attended. Directors 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.
Directors Emeritus formerly received the same fees as other
directors. Under Bylaw amendments adopted in March 1999,
Directors Emeritus are entitled to expense reimbursements and
attendance fees, but will no longer receive annual retainers.
All directors, except for Mr. Himmelrich, attended at least 75%
of the aggregate meetings of the Board and committees on which
they serve.
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 Bonus Compensation
(1) (2)
Gary L. Gifford 1998 $357,000 $13,453 $31,116
President & Chief
Executive Officer 1997 355,000 -- 38,497
1996 342,500 -- 37,858
Paul J. Meyer 1998 227,700 8,580 26,068
Executive Vice
President/Finance 1997 226,417 -- 32,158
1996 218,333 -- 31,571
Douglas R. Schenk 1998 209,400 7,891 9,130
Executive Vice
President/Pineapple 1997 208,206 -- 11,255
1996 200,197 -- 10,982
Donald A. Young 1998 198,000 7,461 26,299
Executive Vice
President/Resort 1997 196,417 -- 36,675
1996 187,083 -- 36,205
Warren A. Suzuki 1998 120,800 4,552 8,365
Vice President/Land
Management & Development 1997 119,833 -- 11,739
1996 114,167 -- 11,650
(1) Represents annual incentive payout earned in 1998.
(2) 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
as a 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 1998 are as follows:
Life
Insurance ESOP EDCP Total
(a) (b)
Gifford $2,793 $286 $28,037 $31,116
Meyer 2,356 183 23,529 26,068
Schenk 1,210 168 7,752 9,130
Young 2,058 159 24,082 26,299
Suzuki 626 97 7,642 8,365
(a) Represents value of life insurance benefits in
accordance with Internal Revenue Service Table PS-58.
(b) 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, 1998 valued at
$9 1/16 per share.
Executive Deferred Compensation Plan
The Company had an Executive Deferred Compensation Plan
("EDCP") that covered certain management personnel approved by
the Board, including some of the executive officers. The EDCP
benefit was in the form of monthly payments payable for ten years
and was 100% vested when the participant reached age 62.
Effective October 1, 1998, the Company's Board of Directors
elected to terminate the EDCP and cease all future vesting of
EDCP benefits. The EDCP benefits vested through October 1, 1998
will become payable over a ten-year period beginning with the
participant's retirement.
The EDCP has been replaced with an unfunded, nonqualified,
deferred compensation plan under which eligible employees,
including the Company's executive officers, may elect on a
voluntary basis to defer a portion of their annual cash
compensation until retirement or termination from the Company.
Eligible employees must make an annual irrevocable election to
defer compensation that will be paid, earned or awarded in the
following year.
Pension Plan
The following table shows the estimated annual retirement
benefit to employees in specified compensation and years of
service classifications under the Maui Land & Pineapple Company,
Inc. Pension Plan for Non-Bargaining Unit Employees and the
Company's Supplemental Executive Retirement Plan ("SERP"):
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 $19,885 $26,514 $33,142 $39,770 $44,185
125,000 25,510 34,014 42,517 51,020 56,684
150,000 31,135 41,514 51,892 62,270 69,183
175,000 36,760 49,014 61,267 73,520 81,681
200,000 42,385 56,514 70,642 84,770 94,180
225,000 48,010 64,014 80,017 96,020 106,679
250,000 53,635 71,514 89,392 107,270 119,178
275,000 59,260 79,014 98,767 118,520 131,676
300,000 64,885 86,514 108,142 129,770 144,175
325,000 70,510 94,014 117,517 141,020 156,674
350,000 76,135 101,514 126,892 152,270 169,173
375,000 81,760 109,014 136,267 163,520 181,671
400,000 87,385 116,514 145,642 174,770 194,170
425,000 93,010 124,014 155,017 186,020 206,669
450,000 98,635 131,514 164,392 197,270 219,168
475,000 104,260 139,014 173,767 208,520 231,666
Compensation covered by the qualified pension plan and the
SERP is base salary. 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. When the
benefits of an employee under the pension plan are reduced
because of (1) the maximum annual benefit limitation ($130,000 in
1998) or (2) the maximum compensation limitation ($160,000 in
1998), the SERP provides a benefit to make up the difference. At
December 31, 1998, the named executive officers were credited
with approximately the following years of service for pension
computation purposes: Gifford -10.3; Meyer -13.8; Schenk -21.3;
Young -19.5; Suzuki -9.1.
Executive Severance Plan with Related Change-In-Control
Agreements
An Executive Severance Plan with related Change-in-Control
Agreements covers the Company's six executive officers. Payments
under the Executive Severance Plan 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 twelve
months of base salary for vice presidents and one month's base
salary for each year of service, with a minimum of twelve months
and a maximum of eighteen months for the chief executive officer
and executive vice presidents. 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 also will 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 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" means one or more of the following
occurrences with respect to the Company or a Subsidiary (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; (4) a merger or consolidation of the entity occurs in
which the survivor is neither the Company nor a direct or
indirect wholly owned subsidiary of the Company; (5) a sale,
transfer or other disposition of all or substantially all (as
defined) of the assets of the Company or Subsidiary; and, in
addition, in the case of a Subsidiary, a disposition of 50% or
more of such Subsidiary's outstanding voting securities; or (6) a
spin-off, split-off, split-up or similar divisive reorganization
affecting the Company and/or its Subsidiaries. "Subsidiary"
means Maui Pineapple Company, Ltd. and Kapalua Land Company, Ltd.
except that if the executive is the Vice President/Retail
Property, the term "Subsidiary" is limited to Kaahumanu Center
Associates.
The Agreements with each executive officer entitle the
executive to severance payments 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) or (2) the
executive voluntarily terminates employment for good reason (as
defined).
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 in effect on the effective date of termination salary (or if
greater, in effect ninety days prior to the change-in-control);
(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 the executive's effective date of
termination; and (5) standard outplacement services as selected
by the executive for a period of up to 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'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 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 continues 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.
In 1998, 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. In March
1998, the Committee approved approximately 4.5% increases to the
base salary midpoints for the executive officers. 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 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 1998, the Committee
did not approve any base salary merit increases for the Company's
executive officers.
In March 1998, the Committee approved an annual incentive
plan for 1998 that covered all non-bargaining unit employees,
including the executive officers. The range of annual incentive
plan awards was established around threshold, target and
outstanding performance levels measured in terms of return on
beginning equity. The threshold, target and outstanding
performance levels were defined as 5%, 10% and 15%, respectively,
return on equity. In 1998, the Company achieved a 6.1% return on
equity, which resulted in a 3.8% of base salary incentive payout.
Compensation Committee:
Fred E. Trotter (Chairman) 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, 1993 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
$16,000. The lease expires on June 30, 2018. Richard H. Cameron
is Vice President of Haleakala Ranch Company; he and Mary C.
Sanford are directors. Peter D. Baldwin, who was a member of the
Compensation Committee throughout 1998, is President, a major
shareholder 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 1999 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, mail, facsimile or
other electronic means 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.
STOCKHOLDER PROPOSALS AND NOMINATIONS
Proposals of stockholders intended to be presented pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934 (the
"Exchange Act") must be received at the executive offices of the
Company on or before December 4, 1999 in order to be considered
for inclusion in the proxy statement and proxy card for the year
2000 Annual Meeting.
The Company's Bylaws contain additional requirements that
must be satisfied for any proposal of stockholders made outside
of Rule 14a-8, or any nomination by a stockholder of directors,
to be considered at an annual or special meeting. Such proposals
or nominations may not be brought before an annual meeting by a
stockholder unless the stockholder has given timely written
notice in proper form of such proposal or nomination to the
Chairman of the Board, the President or the Secretary of the
Company. Such proposals or nominations may be made only by
persons who are stockholders of record on the date on which such
notice is given and on the record date for determination of
stockholders entitled to vote at that meeting.
Stockholder notices of any proposals or nominations intended
to be considered at the 1999 Annual Meeting will be timely only
if they are received at the Company's executive offices by the
close of business on April 12, 1999. Stockholder notices of any
proposals or nominations intended to be considered at the 2000
Annual Meeting will be timely only if received at the Company's
executive offices no earlier than January 1, 2000 and no later
than January 31, 2000. However, if the 2000 Annual Meeting is
called for a date that is not within thirty days before or after
April 30, 2000, any such notice will be timely only if it is
received no later than the close of business on the tenth day
following the date of the Company's first mailing of the notice
of the 2000 Annual Meeting or the date of the Company's public
disclosure of the date of the 2000 Annual Meeting, whichever is
earlier.
To be in proper written form, a stockholder's notice
concerning a proposal to be presented at an annual meeting must
set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name
and record address of such stockholder, (iii) the number of
shares of stock of the Company owned by such stockholder
(x) beneficially and (y) of record, (iv) a description of all
arrangements or understandings between such stockholder and any
other person or persons (including their names) in connection
with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person
or by proxy at the annual meeting to bring such business before
the meeting.
To be in proper written form, a notice concerning a
nomination for election to the Board of Directors must set forth
(i) as to each person whom the stockholder proposes to nominate
for election as a director (a) the name, age, business address
and residence address of the person, (b) the principal occupation
or employment of the person, (c) the number of shares of stock of
the Company owned by the person (x) beneficially and (y) of
record, and (d) any other information relating to the person that
would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of
proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated
thereunder; and (ii) as to the stockholder giving the notice (a)
the name and record address of such stockholder, (b) the number
of shares of stock of the Company owned by such stockholder
(x) beneficially and (y) of record, (c) a description of all
arrangements or understandings between such stockholder and each
proposed nominee and any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by such
stockholder, (d) a representation that such stockholder intends
to appear in person or by proxy at the meeting to nominate the
persons named in its notice and (e) any other information
relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must
be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if elected.
In addition, no person will be eligible for election to the
class of directors to be elected in the year 2000 and each third
year thereafter unless such person is an "independent director"
within the meaning of Section 121 of the Listing Standards,
Policies and Requirements of the American Stock Exchange LLC (or
any successor provision).
Any notice concerning proposals or nominations sought to be
considered at the 1999 Annual Meeting, or at the 2000 Annual
Meeting, should be addressed to the Company's Chairman, President
or Secretary at 120 Kane Street, P.O. Box 187, Kahului, Maui,
Hawaii 96733-6687. The full text of the bylaw provisions
referred to above (which also set forth requirements and
limitations as to stockholder proposals or nominations to be
considered at any special meeting) may be obtained by contacting
the Company's Secretary at the foregoing address, by telephone at
808-877-3351 or facsimile 808-877-1614.
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
April 2, 1999
APPENDIX
The graphic image on page == of this document has the following
graph points:
S&P
ML&P S&P FOOD
1993 100 100 100
1994 48 101 106
1995 45 139 134
1996 45 171 157
1997 43 228 216
1998 35 282 234
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 APRIL 30, 1999
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 8:30
a.m. on Friday, April 30, 1999, 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:
RICHARD H. CAMERON AND MORTON B. PLANT
______ 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 1999 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:________________, 1999
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.
