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
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000-00565
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99-0032630
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|
(State or other jurisdiction of
incorporation)
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(Commission File Number)
|
(I.R.S. Employer
Identification
No.)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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