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
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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 calculated and state how it was
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the offsetting fee was paid previously. Identify the previous
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<PAGE>
March 24, 2000
To Our Stockholders:
At our annual meeting on April 26, 2000, 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/ RICHARD H. CAMERON
Richard H. Cameron
Chairman
<PAGE>
MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, P. O. Box 187
Kahului, Maui, Hawaii 96733-6687
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 26, 2000
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 Wednesday, April
26, 2000 at 8:30 a.m. in the Corporate Office courtyard, 120 Kane
Street, Kahului, Hawaii, for the following purposes:
1. To elect two Class One Directors to serve for a three-year
term or until their successors are elected and qualified;
2. To elect the Auditor of the Company for fiscal year 2000 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 1, 2000 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 24, 2000
<PAGE>
MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, P. O. Box 187
Kahului, Maui, Hawaii 96733-6687
March 24, 2000
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 to the Company's Secretary a written
revocation or a signed proxy card bearing a later date, 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 March 24, 2000.
VOTING SECURITIES AND RIGHT TO VOTE
Holders of record of shares of Common Stock of the Company
at the close of business on March 1, 2000 will be entitled to
vote at the Annual Meeting of Stockholders to be held on April
26, 2000 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 1, 2000 was 7,195,800.
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
25, 2000 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
Stephen M. Case Revocable Trust 2,962,036 (2)(3) 41.2%
P. O. Box 9040
McLean, Virginia 22102
The J. Walter Cameron Family Group 2,508,077 (1)(3) 34.9%
3150 Hoomua Drive
Kihei, Hawaii 96753
Mary C. Sanford 648,331 (1) 9%
3694 Woodlawn Terrace Place
Honolulu, Hawaii 96822
Cameron Family Partnership 399,104 (1) 5.5%
c/o Hirose Kato & Martin
1728 Wili Pa Loop, Suite 200
Wailuku, Hawaii 96793
J. Walter Cameron Trust 389,581 (1) 5.4%
c/o Pacific Century Trust
11 S. Puunene Avenue
Kahului, Hawaii 96732
Maui Land & Pineapple Company, Inc.
Employee Stock Ownership Trust 508,639 (4) 7.1%
c/o Pacific Century Trust, Trustee
P. O. Box 3170
Honolulu, Hawaii 96802
(1) The J. Walter Cameron Family holdings include 648,331
shares owned by Mary C. Sanford; 163,861 shares owned
by Claire C. Sanford; 173,240 shares owned by Jared B.
H. Sanford; 267,789 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"]);
310,055 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; 389,581 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.
Voting and investment decisions with respect to shares
held by the J. Walter Cameron Trust 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 J. Walter Cameron Trust. Mrs. Ort has
disclaimed sole or shared voting power and sole
dispositive power with respect to the shares held by
the Cameron Family Partnership. Except as indicated
above, share ownership figures for the J. Walter
Cameron Family Group exclude shares owned by the
Company's ESOP (see Note (4) below).
(2) Stephen M. Case purchased 41.2% of the Company's common
stock on August 31, 1999 (the "Closing Date") from the Harry
Weinberg Family Foundation, Inc., the Harry and Jeanette Weinberg
Foundation, Inc. and 300 Corporation. The purchase agreements
provide that if Mr. Case sells or enters into a binding agreement
to sell any of the acquired shares within two years of the
Closing Date, then a portion of the gain realized will be paid to
the sellers. The purchase agreements also provide that Mr. Case
will not engage in or initiate any "Rule 13e-3 transaction" (a so-
called "going private" transaction) within the two-year period
following the Closing Date.
(3) Richard H. Cameron, Claire C. Sanford, Jared B. H. Sanford,
Douglas B. Cameron, and the Allan G. Sanford Trust (collectively
referred to as the "Cameron Family Stockholders") and Stephen M.
Case are the parties to a right of first refusal agreement, dated
June 25, 1999 (the "RFR Agreement"). Under the RFR Agreement,
the Cameron Family Stockholders and Stephen M. Case each grant to
the other a right of first refusal regarding the shares of the
Company's Common Stock that they each hold from time to time, up
to the total number of shares held by the other at any such time.
According to the Company's records as of February 25, 2000, this
mutual right of first refusal applies to 1,058,406 shares owned
by each the Cameron Family Stockholders and Stephen M. Case.
Certain transfers for estate planning purposes or to family
members or pledges for certain loans are exempt from the terms of
the RFR Agreement. The RFR Agreement provides that before
selling any shares to a third party the person must offer to sell
them to the other party to the RFR Agreement.
(4) 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
Administrative Committee directs and authorizes the
trustee as to various actions; however, 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 with respect to certain matters. 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.
Security Ownership of Management
The following table sets forth information as of February
25, 2000 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 1,593,132 (1) 22.1%
Richard H. Cameron 1,056,474 (2) 14.7%
Claire C. Sanford 952,546 (3) 13.2%
Donald A. Young 11,575 (4) *
Paul J. Meyer 8,326 (4) *
Douglas R. Schenk 5,991 (4) *
Gary L. Gifford 5,069 (4) *
Randolph G. Moore 4,000 *
Warren A. Suzuki 1,742 (4) *
Daniel H. Case -- --
David A. Heenan -- --
Fred E. Trotter III -- --
All directors, nominees and executive officers
as a group (13) 2,062,522 28.7%
* less than 1%
(1) Mary C. Sanford, mother of Claire C. Sanford and aunt of
Richard H. Cameron, owns of record 648,331 shares and
beneficially 944,801 shares. She is a Director Emeritus of
the Company.
(2) Richard H. Cameron owns of record 255,133 shares and
beneficially 801,341 shares. Included are 5,456 shares allocated
to him as a participant in the Company's ESOP (see Note (4)
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 788,685 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-5,049;
Meyer-8,326; Schenk-5,491; Young-10,075; Suzuki-1,742. (See
Note (4) 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. To the Company's knowledge, except as noted below,
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 written representations regarding all
reportable transactions, the Company did not identify any such
required report that was not timely filed. Douglas B. Cameron
filed one report late reflecting a purchase of 2,990 shares.
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
2002 ("Class Three Directors").
The Board recommends the election of the nominees listed
below as Class One Directors to hold office for three years,
until 2003, or until their successors are elected and qualified.
If at the time of the 2000 Annual Meeting of stockholders any of
such nominees should be unable or decline to serve, the
discretionary authority provided in the proxy will be exercised
to vote for a substitute or substitutes. The Board has no reason
to believe that any substitute nominee or nominees will be
required.
The Board's proxy holders will, if so authorized, vote their
proxies for the nominees for Class One Directors.
Hawaii law requires that at least one of the directors of
the Company be a resident of the State of Hawaii. All of the
Class One and Class Three Directors and one of the Class Two
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. In September 1999, the Board of Directors waived the
age restriction with regard to the appointment of Daniel H. Case
as Class Three Director for the term expiring in 2002. The
Company's Bylaws permit the Board of Directors to appoint
Directors Emeritus. In March 1999, Mary C. Sanford, who has
served as a director since 1972 and as Chairman since 1992, chose
not to stand for reelection and was appointed a Director Emeritus
in recognition of her many years of dedicated service. 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 director and nominee, his or her positions
with the Company and other information, and the year first
elected as a director.
Class One Directors-Nominees to be elected in 2000:
Randolph G. Moore Chief Executive Officer of Kaneohe Ranch,
(age 61) 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 to
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 of Trustees 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 69) business consulting firm in Honolulu, Hawaii.
He was a Trustee of The Estate of James
Campbell, a private trust, in Honolulu,
Hawaii, from 1970 to 1991. Mr. Trotter is
a Director of Pacific Century Financial
Corporation, 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:
David A. Heenan Trustee of The Estate of James Campbell, a
(age 60) private trust in Honolulu, Hawaii. He was
President and Chief Executive Officer of
Theo. H. Davies & Co., Ltd., the North
American holding company for the Hong
Kong-based Jardine Matheson from 1982 to 1995.
Mr. Heenan is a Director of Aloha Airlines, Pacific
Century Financial Corporation and several
other organizations. Mr. Heenan has been
a director of the Company since September
of 1999. He was appointed to the Board at
the request of Stephen M. Case who
purchased 41.2% of the Company's
outstanding common stock on August 31,
1999.
Claire C. Sanford Co-owner of Top Dog Studio, a jewelry and
(age 41) metal sculpture business in Gloucester,
Massachusetts. She is a part-time
instructor at the Massachusetts College of
Art. She is a Director of various
community organizations. Ms. Sanford has
served on one or more of the Company's
subsidiary boards since 1987 and has been
a director of the Company since March of
1999.
Class Three Directors-Term expires in 2002:
Richard H. Cameron Private investor in Kihei, Hawaii and
(age 45) Chairman of the Board of Maui Land &
Pineapple Company, Inc. He was the Publisher
of Maui Publishing Company, Ltd., a newspaper
publishing company in Wailuku, Hawaii,
from October 1995 to January 2000. 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.
Daniel H. Case Chairman of Case Bigelow & Lombardi, a law
(age 75) corporation in Honolulu, Hawaii. He is a
trustee of Punahou School and various other
community organizations. Mr. Case has been a
director of the Company since September of
1999. He was appointed to the Board at
the request of Stephen M. Case, his son,
who purchased 41.2% of the Company's
outstanding common stock on August 31,
1999.
Certain Transactions
See "Compensation Committee Interlocks and Insider
Participation."
Directors' Meetings and Committees
The Board of Directors held eleven meetings in 1999. It has
two standing committees, the Audit Committee and the Compensation
Committee. The Audit Committee held one meeting and the
Compensation Committee held three meetings in 1999. 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
members of the Audit Committee are Randolph G. Moore (chairman),
David A. Heenan and Fred E. Trotter III. 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 the Compensation
Committee are Fred E. Trotter III (chairman), Richard H. Cameron,
Daniel H. Case, David A. Heenan, Randolph G. Moore, Claire C.
Sanford and Mary C. Sanford.
In 1999, Directors received attendance fees of $500 for each
Board meeting attended. Directors also received an annual fee of
$10,000. The Chairman of the Board received an annual fee of
$20,000. Directors received one $500 attendance fee for
attending any committee, subcommittee or Board meeting held on
the same 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. Case, 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 1999 $369,500 $22,016 $ 3,622
President & Chief 1998 357,000 13,453 31,116
Executive Officer 1997 355,000 -- 38,497
Paul J. Meyer 1999 236,283 14,042 3,198
Executive Vice 1998 227,700 8,580 26,068
President/Finance 1997 226,417 -- 32,158
Douglas R. Schenk 1999 217,317 14,914 2,536
Executive Vice 1998 209,400 7,891 19,130
President/Pineapple 1997 208,206 -- 11,255
Donald A. Young 1999 205,417 13,376 3,102
Executive Vice 1998 198,000 7,461 26,299
President/Resort 1997 196,417 -- 36,675
Warren A. Suzuki 1999 124,300 7,450 1,772
Vice President/Land 1998 120,800 4,552 8,365
Management & Development 1997 119,833 -- 11,739
(1) Represents annual incentive award earned for the year.
(2) Represents (a) value of life insurance benefits in
accordance with Internal Revenue Service Table PS-58 and (b) the
value of shares allocated to the executive's account as an ESOP
participant or the equivalent cash contribution into the non-
qualified Executive Deferred Compensation Trust for the named
executive.
Executive Deferred Compensation Plan
The Company has an Executive Deferred Compensation Plan
("EDCP") that covers certain management personnel, including the
executive officers. The EDCP is 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 $19,723 $26,297 $32,872 $39,446 $43,829
125,000 25,348 33,797 42,247 50,696 56,329
150,000 30,973 41,297 51,622 61,946 68,829
175,000 36,598 48,797 60,997 73,196 81,329
200,000 42,223 56,297 70,372 84,446 93,829
225,000 47,848 63,797 79,747 95,696 106,329
250,000 53,473 71,297 89,122 106,946 118,829
275,000 59,098 78,797 98,497 118,196 131,329
300,000 64,723 86,297 107,872 129,446 143,829
325,000 70,348 93,797 117,247 140,696 156,329
350,000 75,973 101,297 126,622 151,946 168,829
375,000 81,598 108,797 135,997 163,196 181,329
400,000 87,223 116,297 145,372 174,446 193,829
425,000 92,848 123,797 154,747 185,696 206,329
450,000 98,473 131,297 164,122 196,946 218,829
475,000 104,098 138,797 173,497 208,196 231,329
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
1999) or (2) the maximum compensation limitation ($160,000 in
1999), the SERP provides a benefit to make up the difference. At
December 31, 1999, the named executive officers were credited
with approximately the following years of service for pension
computation purposes: Gifford -11.3; Meyer -14.8; Schenk -22.3;
Young -20.5; Suzuki -10.1.
Executive Severance Plan
An Executive Severance Plan 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.
Change-In-Control Agreements
Change-in-Control Agreements (the "Agreements") cover the
Company's six executive officers. Any payments under 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 salary in effect on the effective date of termination (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.
The transaction described in Note (2) on page 5 constitutes
a change-in-control under the Agreements, thus making the
Company's executive officers potentially eligible for payouts
thereunder if their employment terminates.
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 is
assisted from time to time by independent management consultants
who advise the Committee on compensation matters.
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 believes that compensation should emphasize
performance-based variable pay plans rather than base salary.
While base salary is 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.
Base salaries are determined based on midpoint salary
information provided by an independent management consultant with
reevaluations as conditions warrant. 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. 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 Compensation Committee annually reviews with the CEO the
individual performance of each of the other executive officers
and receives his recommendations as to appropriate compensation
awards. The CEO recommends base salary adjustments to the
Committee based on his qualitative judgement 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. In March 1999, the Committee
approved increases to the base salaries for these executive
officers ranging from 3.1% to 4.5%.
On a mid-year and annual basis, a subcommittee of the
Compensation Committee reviews the performance of the CEO in
relation to the financial and non-financial objectives set early
in the year. The Committee approves a base salary adjustment for
the CEO based on its qualitative judgment as to his job
performance, including the achievement of performance goals and
with consideration given to the midpoint salary information. In
March 1999, the Committee approved a 4.2% salary increase for Mr.
Gifford.
In March 1999, annual incentive plan performance goals were
set on a subsidiary and divisional level for 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 corresponding to base
salary payouts of 2% to 20%. Based on the 1999 financial
performance, annual incentive awards for the executive officers
ranged from 6.2% to 7.1% of January 1, 1999 base salary.
In October 1999, the Committee adopted a long-term incentive
plan covering 15 participants, including the executive officers
of the Company. The first cycle of the plan covers 1999 through
2001. A new cycle will begin each year and payouts will occur
only at the end of a cycle.
Compensation Committee:
Fred E. Trotter (Chairman) Randolph G. Moore
Richard H. Cameron Mary C. Sanford
Daniel H. Case (since 10/99) Claire C. Sanford (since 4/99)
David A. Heenan (since 10/99)
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] see Appendix for graphic points
*$100 invested on December 31, 1994 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 Richard H. Cameron was an executive officer
of the Company until his resignation, which was effective on
October 15, 1995. Committee member Mary C. Sanford is the aunt
of Richard H. Cameron and committee member Claire C. Sanford is
the cousin of Richard H. Cameron.
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 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 2000 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 1, 2000 in order to be considered
for inclusion in the proxy statement and proxy card for the 2001
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 2001 Annual Meeting will be timely only
if received at the Company's executive offices no earlier than
December 26, 2000 and no later than January 26, 2001. However,
if the 2001 Annual Meeting is called for a date that is not
within thirty days before or after April 26, 2001, 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 2001 Annual Meeting
or the date of the Company's public disclosure of the date of the
2001 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 an Annual Meeting should be addressed to the Company's
Chairman, President or Secretary at 120 Kane Street, P.O. Box
187, Kahului, 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
March 24, 2000
<PAGE>
APPENDIX
The graphic image on page == of this document has the following
graph points:
S&P
ML&P S&P FOOD
1994 100 100 100
1995 94 138 127
1996 94 169 149
1997 91 225 205
1998 73 290 221
1999 140 351 166
<PAGE>
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 26, 2000
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 Wednesday, April 26, 2000, in the Corporate Office
courtyard, 120 Kane Street, Kahului, Hawaii, and any
postponements or adjournments thereof, and to vote all shares of
the stock of the Company standing in the name of the undersigned
with all the powers the undersigned would possess if personally
present at such meeting. This Proxy may be revoked by the
undersigned at any time. The undersigned directs that this Proxy
be voted as follows:
1. To elect the nominees listed below as Class One Directors to
serve for a three-year term or until their successors have been
elected and qualified:
RANDOLPH G. MOORE AND FRED E. TROTTER III
______ FOR ______WITHHOLD AUTHORITY FOR ALL
INSTRUCTION: To withhold authority to vote 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 2000 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:________________, 2000
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.
