form8k.htm
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 22,
2009
ALEXANDER
& BALDWIN, INC.
(Exact
name of registrant as specified in its charter)
Hawaii
|
000-00565
|
99-0032630
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(I.R.S. Employer
Identification
No.)
|
822
Bishop Street, P. O. Box 3440
Honolulu, Hawaii
96801
(Address
of principal executive office and zip code)
(808)
525-6611
(Registrant’s
telephone number, including area code)
Not
Applicable
(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.):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
October 22, 2009, the Company announced that W. Allen Doane, Chairman of the
Board and Chief Executive Officer, plans to retire. On January 1, 2010, Stanley
M. Kuriyama, President, will succeed Mr. Doane as Chief Executive Officer. Also,
on January 1, 2010, Mr. Walter A. Dods, Jr., the Lead Independent Director, will
succeed Mr. Doane as Chairman of the Board. Mr. Doane shall continue on as an
employee of the Company until January 31, 2010. Mr. Doane will
continue on as a director of the Company and, effective February 1, 2010, will
be a non-employee director of the Company.
In
addition, as of January 1, 2010, Mr. Kuriyama shall serve as a director of the
Company. Mr. Kuriyama, age 56, prior to being appointed President on October 1,
2008, served as President and Chief Executive Officer of the Company’s Land
Group, positions which he had held since 2005, and Chief Executive Officer and
Vice Chairman of A&B Properties, Inc., positions which he had held since
1999. To reflect his increased responsibilities as Chief Executive Officer,
effective January 1, 2010, Mr. Kuriyama will receive a base salary of $615,000,
and his 2010 target bonus will be set at 90 percent of his base
salary.
The
Company entered into a letter agreement with Mr. Doane on October 22, 2009.
Commencing on February 1, 2010 and ending on the later of (i) Mr. Doane’s 65th
birthday (January 17, 2013) or (ii) Mr. Doane’s termination or retirement as a
director of the Company, Mr. Doane will receive office space and parking at the
Company’s offices in Honolulu, Hawaii, limited administrative support, and
reimbursement for out-of-pocket expenses directly incurred in providing
assistance to the Company at its request. Mr. Doane will be compensated for any
assistance requested by the Company at an hourly rate of $700.
A copy of
the Company’s press release relating to these management changes is attached
hereto as Exhibit 99.1.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
99.1 Press
Release issued by Alexander & Baldwin, Inc. on October 22,
2009.
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
26, 2009
ALEXANDER & BALDWIN,
INC.
/s/ Christopher J.
Benjamin
Christopher J.
Benjamin
Senior Vice President,
Chief Financial Officer and
Treasurer
exhibit99_1.htm
822
Bishop
Street Tel
(808) 525-6611
Honolulu,
Hawaii
96813 Fax
(808)525-6652
www.alexanderbaldwin.com
For media
inquiries: For
investor relations inquiries:
Meredith
J.
Ching Kevin
L. Halloran
808.525.6699
808.525.8422
mching@abinc.com khalloran@abinc.com
FOR IMMEDIATE RELEASE VIA
BUSINESSWIRE:
STANLEY
M. KURIYAMA APPOINTED CHIEF EXECUTIVE OFFICER OF ALEXANDER & BALDWIN; W.
ALLEN DOANE TO RETIRE AFTER 11 YEARS AS CEO
HONOLULU
– October 22, 2009 – The Alexander & Baldwin, Inc. (NYSE: ALEX) (“A&B”)
Board of Directors has appointed A&B President Stanley M. Kuriyama to the
position of chief executive officer, effective January 1, 2010, succeeding
Chairman and Chief Executive Officer W. Allen Doane, who will retire at year’s
end after 11 years as CEO. Kuriyama also has been named to serve on
the A&B board of directors, effective January 1, 2010. Doane will
continue to serve A&B as a director, and current Lead Independent Director
Walter A. Dods, Jr. will become chairman of the A&B board, also effective
January 1, 2010.
W. Allen Doane, 61, has been
A&B’s chief executive officer since October 1998. Doane joined
A&B in 1991 as executive vice president and chief operating officer of
A&B-Hawaii (“ABHI”), then A&B’s real estate and food products
subsidiary.
During
Doane’s tenure as CEO, the company greatly expanded its business scope and
profitability. A principal element of this was the strategically
directed growth in real estate, where income in 2008 was more than three times
that of a decade earlier. A&B has become a leading real estate
company in Hawaii, with major active developments and commercial properties
statewide. In transportation, A&B’s shipping subsidiary, Matson
Navigation, has nearly doubled its income in the last ten years by expanding
both west and east from Hawaii. Most significant has been Matson’s
entry into the China market, where it calls on three China ports and is the only
U.S. shipping company with service from China to the U.S. In
addition, Matson has grown its logistics presence on the U.S. mainland, where it
is now the ninth largest logistics provider in the country. The
success of these initiatives has been reflected in A&B’s earnings, which
have increased from $25 million in 1998 to over $130 million in
2008.
Walter Dods, who has been a member of
A&B’s board of directors since 1989, recognized Doane’s leadership at
A&B. “Having had the privilege of working with Allen since
1998, I want to extend on behalf of the entire board our deepest gratitude and
appreciation to him. Allen’s leadership has been inclusive, and
highly strategic and insightful. He has been the architect of A&B's
strategy for accelerated growth, and his successes have left the corporation in
a significantly improved operating and financial condition, and with much
strengthened tangible assets and human resources,” said Dods. “We also are
grateful that A&B will continue to benefit from Allen’s counsel as a valued
member of the board.”
Doane
said, “In 2007, I informed the Board of my plan to retire at the end of this
year. Having served as CEO since 1998, the timing was right to
implement the succession plan approved by the A&B Board. I am
very pleased that Stan Kuriyama will now become the company’s
CEO. A&B is truly fortunate to have an individual of Stan’s
proven capability and experience take on these leadership responsibilities, and
I am confident that the company’s best days are ahead.”
Stanley M. Kuriyama, 56, was
promoted to president of A&B in October 2008, and has since been responsible
for the operations of both Matson Navigation Company and the A&B Land Group,
which includes A&B Properties and A&B’s agricultural and trucking
operations. He joined the company in January 1992, as a vice
president of ABHI. He was named a vice president of A&B and
executive vice president of ABHI in 1999, and was named vice chairman and chief
executive officer of A&B Properties, Inc. in 2000, before assuming the role
of president and chief executive officer of A&B Land Group in
2005. He was named chairman of the board of Matson in August
2009. His leadership has been the principal element in A&B’s
highly successful growth in real estate. Prior to joining A&B, he
was a partner with the law firm of Cades Schutte Fleming & Wright, and
earned his law degree from Harvard Law School.
Dods
said, “On behalf of the board of directors, we are pleased to express our
confidence in Stan Kuriyama through this promotion to become A&B’s new chief
executive officer. On a personal level, it is thrilling for me to have one
of Hawaii’s own – a local boy – assume these responsibilities. He is
accomplished, approachable and has a strong commitment to Hawaii. I know
he will be an exceptional leader and that Alexander & Baldwin will continue
to serve Hawaii with integrity through its business activities on both land and
sea.”
Kuriyama
said, “I am honored by the confidence Allen and the board have placed in
me. Alexander & Baldwin has a long and successful history in
Hawaii, and an enduring commitment to the people, communities and markets we
serve. Allen has done an extraordinary job of guiding and growing
this company, and has laid a strong foundation for the future. While
today’s economic environment is obviously challenging, I am optimistic about our
prospects. We have strong operating companies and quality assets, we
are committed to finding new ways and places to grow our business, and most of
all, we are blessed with extraordinarily capable and dedicated employees
throughout the organization.”
Walter A. Dods, Jr., 68, has
served as lead independent director of A&B since 2006 and as a director of
A&B since 1989. He has more than three decades of international
and corporate experience at the highest levels of executive leadership for First
Hawaiian Bank and BancWest Corporation, and also currently serves as
Non-Executive Chairman of the Board of Hawaiian Telcom Communications, Inc., as
well as a member of numerous other profit and non-profit boards.
About Alexander &
Baldwin: A&B is headquartered in Honolulu, Hawaii and is engaged in
ocean transportation and logistics services through its subsidiaries, Matson
Navigation Company, Inc., Matson Integrated Logistics, Inc. and Matson Global
Distribution Services; in real estate through A&B Properties, Inc.; and in
agribusiness through Hawaiian Commercial & Sugar Company and Kauai Coffee
Company, Inc. Additional information about A&B may be found at its web site:
www.alexanderbaldwin.com.
Statements
in this press release that are not historical facts are “forward-looking
statements,” within the meaning of the Private Securities Litigation Reform Act
of 1995, that involve a number of risks and uncertainties that could cause
actual results to differ materially from those contemplated by the relevant
forward-looking statement. These forward-looking statements are not
guarantees of future performance. This release should be read in
conjunction with our Annual Report on Form 10-K and our other filings with the
SEC through the date of this release, which identify important factors that
could affect the forward-looking statements in this release.
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