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): December 7, 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 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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On December 7, 2005, the Compensation Committee of the Alexander &
Baldwin, Inc. ("A&B") Board of Directors approved Amendment No. 4 to the
Alexander & Baldwin, Inc. Deferred Compensation Plan (the "Plan"). This
amendment is attached hereto as Exhibit 10.1. In connection with Internal
Revenue Code section 409A, as enacted by the American Jobs Creation Act of 2004,
and pursuant to Internal Revenue Service guidance, the Plan was amended to allow
the whole or partial rescission by participants in the Three-Year Performance
Improvement Incentive Plan (the "Three-Year PIIP") of any outstanding elections
to defer payment of awards under the One-Year Performance Improvement Incentive
Plan and the Three-Year PIIP (collectively, the "PIIP") made before January 1,
2005, where the amount deferred would become subject to Code section 409A.
Accordingly, any participant whose deferred PIIP award under an outstanding
deferral election is earned or vested after 2004 has until December 31, 2005 to
rescind such election. This opportunity to rescind affects three participants.
The amount affected by such rescission will be paid to the participant at the
time when awards pursuant to the particular performance cycle under the PIIP
normally are paid and shall be included in the participant's taxable income in
the year of payment.
On December 7, 2005, the Compensation Committee also approved Amendment
No. 3 to the Alexander & Baldwin, Inc. One-Year Performance Improvement
Incentive Plan (the "One-Year PIIP Plan"), effective as of January 1, 2006. The
amendment, attached hereto as Exhibit 10.2, to the One-Year PIIP Plan redefines
an eligible participant based on the terminology of the Company's new job
evaluation program. The number of eligible participants will remain generally
the same.
On December 8, 2005, the A&B Board of Directors approved the Alexander
& Baldwin, Inc. Executive Severance Plan (the "Severance Plan"), effective
January 1, 2006. The purpose of the Severance Plan is to retain key employees
and to encourage such employees to use their best business judgment in managing
the affairs of A&B. The Severance Plan applies to A&B's senior executives, as
provided by the Severance Plan, including the named executive officers. If A&B
terminates the participant's employment involuntarily and without cause or
because of a layoff, as defined by the Severance Plan, A&B shall pay certain
severance benefits to the participant, including (1) an amount equal to up to
twelve months of the participant's base salary, to be paid equally over a year,
and (2) a pro rated share of the participant's award opportunity under certain
performance bonus plans of A&B. The foregoing description of the Severance Plan
is qualified in its entirety by the terms of the Severance Plan, which is
attached hereto as Exhibit 10.3.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits
10.1 Amendment No. 4 to the Alexander & Baldwin, Inc. Deferred
Compensation Plan, dated December 7, 2005.
10.2 Amendment No. 3 to the Alexander & Baldwin, Inc. One-Year
Performance Improvement Incentive Plan, dated
December 7, 2005.
10.3 Alexander & Baldwin, Inc. Executive Severance Plan,
effective January 1, 2006.
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: December 8, 2005
ALEXANDER & BALDWIN, INC.
/s/ Christopher J. Benjamin
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Christopher J. Benjamin
Senior Vice President and
Chief Financial Officer