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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934
Filed 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 Section 240.14a-12
________________________
ALEXANDER & BALDWIN, 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:




 

(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 determined):




 

(4)

Proposed maximum aggregate value of transaction:




 

(5)

Total fee paid:



[  ]

Fee paid previously with preliminary materials.




[  ]

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



 

(1)

Amount Previously Paid:




 

(2)

Form, Schedule or Registration Statement No.:




 

(3)

Filing Party:




 

(4)

Date Filed:

 

 

 





 


822 Bishop Street, Honolulu, Hawaii 96813

March 11, 2010
To the Shareholders of Alexander & Baldwin, Inc.:
You are invited to attend the 2010 Annual Meeting of Shareholders of Alexander & Baldwin, Inc., to be held in the Bankers Club on the 30th Floor of the First Hawaiian Center, 999 Bishop Street, Honolulu, Hawaii, on Thursday, April 29, 2010 at 8:30 a.m. At the meeting, we will have the opportunity to discuss the Company’s financial performance during 2009, and our future plans and expectations.
Whether or not you now plan to attend the Annual Meeting, please vote as soon as possible. You may vote via the Internet, by telephone or by requesting a paper proxy card to complete and return by mail. Specific instructions for shareholders are included in the enclosed proxy or on a Notice of Internet Availability of Proxy Materials being distributed to shareholders on or around March 11, 2010.
Regardless of the size of your holding, your vote is important and your shares should be represented. If you attend the Annual Meeting, you may withdraw your proxy and vote in person. Thank you for your continued support of A&B.
Sincerely,




/s/ Stanley M. Kuriyama
STANLEY M. KURIYAMA

President and Chief Executive Officer
 

 

 


822 Bishop Street, Honolulu, Hawaii 96813


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Alexander & Baldwin, Inc. will be held in the Bankers Club on the 30th Floor of the First Hawaiian Center, 999 Bishop Street, Honolulu, Hawaii, on Thursday, April 29, 2010, at 8:30 a.m., Honolulu time, to:



 

1.

Elect ten directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified;



 

2.

Ratify the appointment of the independent registered public accounting firm for the ensuing year;



 

3.

Approve Alexander & Baldwin, Inc.’s amended and restated 2007 Incentive Compensation Plan that, among other things, authorizes for issuance an additional 2,200,000 shares of A&B common stock; and



 

4.

Transact such other business as properly may be brought before the meeting or any adjournment or postponement thereof.

The Board of Directors has set the close of business on February 19, 2010 as the record date for the meeting. Owners of Alexander & Baldwin, Inc. stock at the close of business on that date are entitled to receive notice of and to vote at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.  PLEASE PROMPTLY VOTE VIA THE INTERNET OR BY TELEPHONE, OR REQUEST A PAPER PROXY CARD TO COMPLETE AND RETURN BY MAIL.

By Order of the Board of Directors,
/s/ Alyson J. Nakamura
ALYSON J. NAKAMURA

Corporate Secretary

 

March 11, 2010
 

 

 
TABLE OF CONTENTS



 

Page

Notice of 2010 Annual Meeting of Shareholders

 

General Information

1

Election of Directors

2

Director Nominees

2

Certain Information Concerning the Board of Directors

4

Director Qualifications

4

Director Independence

5

Board Leadership Structure

5

The Board’s Role in Risk Oversight

5

Board of Directors and Committees of the Board

6

Nominating Committee Processes

7

Corporate Governance Guidelines

7

Compensation of Directors

8

Director Share Ownership Guidelines

9

Communications with Directors

9

Security Ownership of Certain Shareholders

9

Certain Information Regarding Directors and Executive Officers

10

Security Ownership of Directors and Executive Officers

10

Section 16(a) Beneficial Ownership Reporting Compliance

10

Certain Relationships and Transactions

11

Code of Ethics

11

Code of Conduct

12

Executive Compensation

12

Compensation Discussion and Analysis

12

Summary Compensation Table

23

Grants of Plan-Based Awards

24

Outstanding Equity Awards at Fiscal Year-End

26

Option Exercises and Stock Vested

27

Pension Benefits

28

Non-Qualified Deferred Compensation

29

Other Potential Post-Employment Payments

30

Compensation Committee Report

33

Audit Committee Report

33

Ratification of Appointment of Independent Registered Public Accounting Firm

34

Approval of the Amended and Restated 2007 Incentive Compensation Plan

34

Other Business

35

Shareholder Proposals for 2011

35

Appendix A – Description of the Alexander & Baldwin, Inc. 2007 Incentive Compensation Plan

A-1

Appendix B – List of Companies Included in Surveys Used by A&B for Compensation Purposes

B-1


 

 

 


822 Bishop Street, Honolulu, Hawaii 96813
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