UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2006
ALEXANDER & BALDWIN, INC.
(Exact name of registrant as specified in its charter)
Hawaii 0-565 99-0032630
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
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incorporation) Identification No.)
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822 Bishop Street, P. O. Box 3440
Honolulu, Hawaii 96801
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(Address of principal executive office and zip code)
(808) 525-6611
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
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|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
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Establishment of Goals Under Alexander & Baldwin, Inc. One-Year Performance
Improvement Incentive Plan
On February 22, 2006, at a meeting of the Compensation Committee (the
"Committee") of the Board of Directors of Alexander & Baldwin, Inc. (the
"Company"), the Committee approved performance goals for executive officers
under the Alexander & Baldwin, Inc. One-Year Performance Improvement Incentive
Plan ("PIIP") for 2006. The PIIP provides performance-based incentives to
executive officers and other key employees who contribute materially to the
financial success of the Company. The goals set in 2006 are substantially
similar to the prior years and are designed to reward achievement at specified
levels of individual, business unit (if applicable), and company performance.
Each executive officer is assigned a threshold, target, and extraordinary award
level. Three components comprise the fundamental design of the PIIP program:
1. Individual Performance: This component enables the Committee to
award a portion of the annual bonus based on each officer's
individual performance and contribution to the Company during the
fiscal year.
2. Business Unit Performance: This component is determined by profit
before income tax generated by the business unit, as compared to
annual financial performance targets.
3. Company Performance: This component is determined by corporate
profit before income tax and return on invested capital, as
compared to annual financial performance objectives.
The individual, business unit and Company performance objectives were
established based upon the Company's 2006 operating plan that was reviewed by
the Company's Board of Directors in December 2005.
The Committee's approval of terms of the 2006 PIIP program shall not be deemed
to create an enforceable agreement between the Company and any employee or
executive officer, and the Committee retains discretion to adjust (including
reducing or eliminating) awards if, in its judgment, the awards do not
accurately reflect individual, business unit or Company performance. No
executive shall have any rights to any awards unless and until the Committee
authorizes payment of any awards under the 2006 PIIP program following the
completion of any fiscal year measurement periods.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: February 23, 2006
ALEXANDER & BALDWIN, INC.
/s/ Christopher J. Benjamin
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Christopher J. Benjamin
Senior Vice President and
Chief Financial Officer