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): October 26, 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 (Commission File Number) (I.R.S. Employer
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of 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. below):
_
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
_
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
_
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
_
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
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Fiscal Year
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(a) On October 26, 2006, the Board of Directors voted to amend portions of
Article II, Section 7 and Article III, Section 1 of the Company's Bylaws, both
effective immediately.
As amended, the Bylaws provide that advance notice of director
nominations by shareholders (Article III, Section 1) and advance notice of
presentation of business by shareholders (Article II, Section 7) be given not
less than 120 days nor more than 150 days prior to the anniversary date of the
immediately preceding annual meeting of shareholders, except that if the annual
meeting of shareholders is not held within 25 days before or after such
anniversary date, notice by a shareholder to be timely must be given not later
than the tenth day following the earlier of the day on which the notice of the
annual meeting was mailed or public disclosure of the date of the annual meeting
was made. Prior to the amendments, Article III, Section 1 of the Bylaws had
required that advance notice be given not less than 60 days nor more than 90
days prior to such anniversary date, and Article II, Section 7 had provided that
advance notice be given not less than 90 days nor more than 120 days prior to
such anniversary date, except that if, in the case of both Bylaws, the annual
meeting of shareholders was not held within 30 days before or after such
anniversary date, notice by a shareholder to be timely had to have been given
not later than the tenth day following the earlier of the day on which notice of
the annual meeting was mailed or public disclosure of the date of the annual
meeting was made.
In addition, on October 26, 2006 the Board of Directors voted to
eliminate, in its entirety and effective immediately, Article III, Section 12 of
the Bylaws, which had permitted, under limited circumstances, a one-year waiver
of the Board retirement age of 72.
The Amendment to the Bylaws is filed herewith as Exhibit 3(ii) and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
3(ii) Amendment, effective October 26, 2006, to the Revised Bylaws of
Alexander & Baldwin, Inc.
SIGNATURE
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: October 27, 2006
ALEXANDER & BALDWIN, INC.
/s/ Christopher J. Benjamin
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Christopher J. Benjamin
Senior Vice President,
Chief Financial Officer and Treasurer
AMENDMENT TO THE
REVISED BYLAWS OF
ALEXANDER & BALDWIN, INC.
The Revised Bylaws of Alexander & Baldwin, Inc., as amended effective
February 22, 2001 and as thereafter amended (the "Bylaws") be, are hereby
amended effective October 26, 2006, as follows:
Article II, Section 7 of the Bylaws, "Action at Meetings of
Stockholders," is amended by replacing the third paragraph thereof with the
following paragraph:
"To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not
less than one hundred twenty (120) days nor more than one hundred fifty
(150) days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event
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that the annual meeting is called for a date that is not within
twenty-five (25) days before or after such anniversary date, notice by
the stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the day on
which such notice of the date of the annual meeting was mailed or such
public disclosure of the date of the annual meeting was made, whichever
first occurs."
Article III, Section 1 of the Bylaws, "Number and Term of Office," is
amended by replacing the fifth paragraph thereof with the following paragraph:
"To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation (a)
in the case of an annual meeting, not less than one hundred twenty
(120) days nor more than one hundred fifty (150) days prior to the
anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual
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meeting is called for a date that is not within twenty-five (25) days
before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of
business on the tenth (10th) day following the day on which such notice
of the date of the annual meeting was mailed or such public disclosure
of the date of the annual meeting was made, whichever first occurs; and
(b) in the case of a special meeting of stockholders called in the
manner set forth in Article II, Section 2 hereof for the purpose of
electing directors, not later than the close of business on the tenth
(10th) day following the day on which notice of the date of the special
meeting was mailed or public disclosure of the date of the special
meeting was made, whichever first occurs."
Article III, Section 12 of the Bylaws, "Limited One-Year Waiver of
Retirement Age," is amended by deleting the section in its entirety.