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 23, 2005
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 offices and zip code)
(808) 525-6611
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(Registrant's telephone number, including area code)
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 23, 2005, at a meeting of the Compensation Committee of the Board of
Directors (the "Committee"), the Committee approved performance goals for
executive officers under the Alexander & Baldwin, Inc. One-Year Performance
Improvement Incentive Plan ("PIIP") for 2005. The PIIP provides
performance-based incentives to executive officers and other key employees who
contribute materially to the financial success of A&B. The goals set in 2005
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 maximum
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 targets.
The Committee's approval of terms of the 2005 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 2005 PIIP program following the
completion of any fiscal year measurement periods.
Amendment No. 4 to the A&B Retirement Plan for Outside Directors:
On February 24, 2005, the Board of Directors approved an amendment (the
"Amendment") to the A&B Retirement Plan for Outside Directors, as amended and
restated effective February 1, 1995 (the "Plan"). The Amendment revises the
definition of "Retirement Date" under the Plan to provide that a participant who
continues to serve as a director following the first annual meeting of
shareholders after the director has attained the age of 72, will be deemed to
have a "Retirement Date" on the date of such annual meeting. The foregoing
summary of the Amendment is a general description only and is subject to the
detailed terms of the Amendment filed herewith as Exhibit 10.1 and incorporated
herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
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Year
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The Company's Bylaws provide that, except in the case of a Chief
Executive Officer who has served in such position for at least five years, no
person may be elected a director after having attained the age of 72. On and
effective as of February 24, 2005, the Board of Directors voted to amend the
Company's Bylaws by adding a new Article III, Section 12 thereto, which
authorizes the Board, acting by resolution, to waive for a period of one year
the Bylaw provision prohibiting the election of a director who previously has
attained the age of 72. The new Bylaw also provides that no person who has been
granted such a waiver may stand for election once having attained the age of 73
and no waivers shall be granted after March 7, 2005. Article III, Section 12 of
the Company's Bylaws is filed herewith as Exhibit 3(ii) and incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits
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(c) Exhibits
3(ii) Amendment, effective February 24, 2005, to the Revised Bylaws of
Alexander & Baldwin, Inc., as amended effective February 22, 2001.
10.1 Amendment No. 4 to the A&B Retirement Plan for Outside Directors,
dated February 24, 2005.
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 thereunto duly authorized.
Date: February 25, 2005
ALEXANDER & BALDWIN, INC.
/s/ Christopher J. Benjamin
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Christopher J. Benjamin
Vice President and Chief Financial Officer
A&B RETIREMENT PLAN FOR OUTSIDE DIRECTORS
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AMENDMENT No. 4
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The A&B Retirement Plan for Outside Directors, as amended and restated
effective February 1, 1995, is hereby amended, effective February 24, 2005, as
follows:
Section 2.10 is hereby amended in its entirety to read as follows:
"2.10. "Retirement Date" means the later of the date the
Participant ceases to be a Director and the date the Participant
attains age 65; provided, however, that in no event shall a
Participant's Retirement Date be later than the date of the first
annual meeting of the shareholders of A&B occurring after the
Participant attains age 72."
IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Amendment to be
executed on its behalf by its duly authorized officers this 24th day of
February, 2005.
ALEXANDER & BALDWIN, INC.
By /s/ Ruthann S. Yamanaka
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Its Vice President
By /s/ Alyson J. Nakamura
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Its Secretary
AMENDMENT TO THE
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REVISED BYLAWS OF
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ALEXANDER & BALDWIN, INC.
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The Revised Bylaws of Alexander & Baldwin, Inc., as amended effective
February 22, 2001 ("Bylaws"), are hereby amended, effective February 24, 2005,
as follows:
Article III of the Bylaws is hereby amended by adding the following new
Section 12:
"SECTION 12. Limited One-Year Waiver of Retirement Age. The Board of
Directors, by resolution adopted on or before March 7, 2005 by a
majority of the directors then in office, may waive, for one or more
designated persons who previously have achieved the age of seventy-two
years, any prohibition on such person or persons being elected a
director at any annual or special meeting after achieving such age;
provided, however, that no person to whom such waiver applies shall
thereafter be elected as a director at any annual or special meeting if
such person has achieved the age of seventy-three years. Subsequent to
March 7, 2005, no waivers may be granted by the Board of Directors
pursuant to this Section 12."