matson, inc. form def 14a - Shareholder.com

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622 Third Avenue, 32 nd Floor New York, NY 10017 Dimensional Fund Advisors LP 622 Third Avenue, 32 nd Floor New York, NY 10017 CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS 2,513,851 (c) 6.1% (a) As reported in Amendment No. 1 to Schedule 13G dated January 29, 2010 (the “BlackRock 13G”) filed with the SEC. According to the BlackRock 13G, BlackRock, Inc. has sole voting power and sole dispositive power over all 2,991,267 shares, and does not have shared voting or shared dispositive power over any shares. The BlackRock 13G includes shares previously owned by Barclays Global Investors NA, which was acquired by BlackRock Inc. (b) As reported in Amendment No. 1 to the Schedule 13G dated February 16, 2010 (the “Third Avenue 13G”) filed with the SEC. According to the Third Avenue 13G, Third Avenue Management LLC has sole voting power over 2,731,586 shares and sole dispositive power over all 2,733,211 shares, and does not have shared voting or dispositive power over any shares. (c) As reported in the Schedule 13G dated February 10, 2010 (the “Dimensional Fund 13G”) filed with the SEC. According to the Dimensional Fund 13G, Dimensional Fund Advisors LP has sole voting power and sole dispositive power over all 2,513,851 shares (subject to the provision of Note 1 of the Dimensional Fund 13G), and does not have shared voting or shared dispositive power over any shares. Security Ownership of Directors and Executive Officers. The following table shows the number of shares of A&B common stock beneficially owned as of February 19, 2010 by each director and nominee, by each executive officer named in the “Summary Compensation Table” below, and by directors, nominees and executive officers as a group and, if at least one-tenth of one percent, the percentage of outstanding shares such ownership represents. Except as indicated in the footnotes, directors, nominees and executive officers have sole voting and dispositive power over shares they beneficially own. Name or Number in Group Number of Shares Owned (a)(b)(c) Stock Options (d) W. Blake Baird 4,505 0 4,505 -- Michael J. Chun 9,088 33,515 42,603 0.1 W. Allen Doane 268,022 685,118 953,140 2.3 Walter A. Dods, Jr. 48,732 36,000 84,732 0.2 Charles G. King 16,255 36,000 52,255 0.1 Stanley M. Kuriyama 96,655 193,178 289,833 0.7 Constance H. Lau 2,855 24,000 26,855 -- Douglas M. Pasquale 7,155 16,000 23,155 -- Maryanna G. Shaw 265,488 24,000 289,488 0.7 Jeffrey N. Watanabe 3,209 27,000 30,209 -- Christopher J. Benjamin 39,861 86,230 126,091 0.3 James S. Andrasick 110,095 134,919 245,014 0.6 Matthew J. Cox 18,155 47,167 65,322 0.2 Norbert M. Buelsing 41,000 34,243 75,243 0.2 19 Directors, Nominees and Executive Officers as a Group 989,126 1,480,468 Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires A&B’s directors and executive officers, and persons who own more than 10 percent of its common stock, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. A&B believes that during fiscal 2009, its directors and executive officers filed all reports required to be filed under Section 16(a) on a timely basis, except that Michael J. Chun was required to file a Form 4 on or before March 12, 2009, with respect to the sale of 1,651 shares, but such Form 4 was filed on March 18, 2009, and that Maryanna G. Shaw was required to file a Form 5 on or before February 14, 2009, with respect to the disposition of 1,090 shares, but such Form 5 was filed on February 10, 2010. Certain Relationships and Transactions. A&B has adopted a written policy under which the Audit Committee must pre-approve all related person transactions that are disclosable under SEC Regulation S-K, Item 404(a). Prior to entering into a transaction with A&B, directors and executive officers (and their family members) must make full disclosure of all facts and circumstances to the Law Department. The Law Department then determines whether such transaction or arrangement requires the approval of the Audit Committee. The Audit Committee considers all of the relevant facts and circumstances available, including (if applicable) but not limited to: the benefits to the Company; the impact on a director’s independence in the event the person in question is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees generally. The Audit Committee will approve only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders. The Audit Committee has established written procedures to address situations when approvals need to be sought between meetings. Whenever possible, proposed related person transactions will be included as an agenda item at the next scheduled Audit Committee meeting for review and approval. However, if it appears that a proposed related person transaction will occur prior to the next scheduled Audit Committee meeting, approval will be sought from Audit Committee members between meetings via fax, e-mail or written correspondence. Approval by a majority of the Committee members will be sufficient to approve the related person transaction. If a related person transaction is approved in this manner, the action will be reported at the next Audit Committee meeting. Walter A. Dods, Jr., non-executive Chairman of the Board of A&B, owns an approximately 29 percent interest in a corporation that, in 2007, purchased a company that previously had entered into a ten-year commercial lease (with two five-year renewal options) at market rates with a subsidiary of A&B. The amount of gross rent paid in 2009 was $152,869 and the remaining aggregate net rent obligation under the lease, which term expires in October 2017, is $1,111,680. Constance H. Lau, a director of A&B, is President, Chief Executive Officer and Director of HEI, as well as Chairman of the Board and Chief Executive Officer of American Savings Bank, F.S.B., a subsidiary of HEI. A&B and its subsidiaries have a number of relationships with American Savings Bank, including: Total 2,469,594 (a) Amounts do not include shares owned by spouses of those directors and executive officers who disclaim beneficial ownership thereof, as follows: Ms. Shaw – 17,121 shares. Amounts do not include shares beneficially owned in a fiduciary capacity by trust companies or the trust departments of banks of which A&B directors are trustees or directors, including as follows: BancWest Corporation – 119,396 shares, Bank of Hawaii – 470,256 shares, The Wallace Alexander Gerbode Foundation, of which Ms. Shaw is a trustee – 40,000 shares, and the William Garfield King Educational Trust, of which Mr. King is a trustee – 400 shares. Amounts include 20,000 shares held in a trust by the spouse of Mr. Benjamin. (b) Amounts include shares as to which directors, nominees and executive officers have (i) shared voting and dispositive power, as follows: Mr. Baird – 4,505 shares, Dr. Michael Chun – 6,418 shares, Mr. Dods – 2,000 shares, Ms. Lau – 700 shares, Mr. Pasquale – 7,155 shares, Ms. Shaw – 15,896 shares, and directors, nominees and executive officers as a group – 40,153 shares and (ii) sole voting power only: directors, nominees and executive officers as a group – 197 shares. (c) 50,000 shares owned by Ms. Shaw are held in a margin account at a brokerage firm. (d) Amounts reflect shares deemed to be owned beneficially by directors, nominees and executive officers because they may be acquired prior to April 20, 2010 through the exercise of stock options. Amounts do not include 208,251 restricted stock units that have been granted to the directors and executive officers as a group that may not be acquired prior to April 20, 2010. Percent of Class 5.8
American Savings Bank (i) has a 10.8 percent participation in A&B’s $225 million revolving credit and term loan agreement, of which, in 2009, the largest aggregate amount of principal outstanding was $60,000,000; $70,000,000 and $110,962 were paid in principal and interest, respectively; and $30,000,000 was outstanding on February 19, 2010, with interest payable on a sliding scale at rates between 0.225 percent to 0.475 percent (based on A&B’s current credit rating) plus LIBOR, (ii) has a 10.8 percent participation in Matson’s $100 million revolving credit and term loan agreement (such loan being linked to the $225 million facility described in (i) above), of which, in 2009, the largest aggregate amount of principal outstanding was $70,000,000; $106,000,000 and $61,673 were paid in principal and interest, respectively; and $17,000,000 was outstanding on February 19, 2010, with interest payable on a sliding scale at rates between 0.225 percent to 0.475 percent (based on Matson’s current credit rating) plus LIBOR, (iii) is a commercial tenant in certain property owned by an A&B subsidiary, under a lease with a term that expires in December 2017, with aggregate gross rent in 2009 of $67,994, and aggregate net rent from and after January 1, 2010 of $428,622, and (iv) is a holdover lessee in A&B’s Mililani Shopping Center, which was sold by A&B in January 2010, with a month-to-month lease for a net monthly rent of $9,720, and is a holdover lessee and licensee in A&B’s Maui Mall Shopping Center, with a month-to-month lease and a month-to-month license for a net monthly rent of $800 and $1,874 per month, respectively. In 2009, an A&B division sold electricity that it had produced to Maui Electric Company, Inc., an HEI subsidiary, in the amount of approximately $9,275,000. Ms. Lau’s spouse is the President and Chief Executive Officer of Finance Enterprises, Ltd., a Hawaii-based financial institution. Subsidiaries of Finance Enterprises have two commercial leases with a subsidiary of A&B, with terms expiring in September 2010 and November 2012, with aggregate gross rents in 2009 of $186,620, and aggregate net rents from and after January 1, 2010 of $261,812. The brother of Matthew J. Cox, President of Matson, is an officer in a company from which Matson leases transportation equipment. The aggregate amount paid under the leases in 2009 was $1,834,439, and the remaining aggregate rental obligations, which expire in July and August 2011, are $1,463,868. Code of Ethics . A&B has adopted a Code of Ethics (the “Code”) that applies to the CEO, Chief Financial Officer (“CFO”) and Controller. A copy of the Code, along with copies of Codes of Conduct applicable to all directors, officers and employees of A&B, is posted on the corporate governance page of A&B’s corporate website, www.alexanderbaldwin.com . A&B intends to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of the Code by posting such information on its website. Code of Conduct . A&B has adopted a Code of Conduct, which is posted on the corporate governance page of A&B’s corporate website, www.alexanderbaldwin.com . EXECUTIVE COMPENSATION Compensation Discussion and Analysis (“CD&A”) The CD&A addresses A&B’s compensation practices for 2009 for the six executive officers (includes an officer who retired before December 31, 2009) named in the Summary Compensation Table below (collectively, the “Named Executive Officers” or “NEOs”). Compensation Overview Compensation Philosophy and Objectives. The Company seeks to align its objectives with shareholder interests through a compensation program that attracts, motivates and retains outstanding executives, and rewards outstanding performance. To achieve this, the Company uses the following pay elements (described in further detail under “Pay Elements” below): Target Compensation Percentiles. To achieve the Company’s compensation philosophy, the Compensation Committee has set target compensation percentiles as follows: Actual compensation may be higher or lower, depending on Company and individual performance. As a result of the economic environment, the Company’s compensation philosophy for 2009 was to target the 50 th percentile of competitive market data. The Company has a unique set of businesses and geographies in which it competes. Attracting and retaining top talent in these businesses and geographic segments, particularly Hawaii and the San Francisco Bay Area, where the high cost of living and competitive job market normally challenge the Company’s staffing efforts, remain difficult. In 2009, a competitive assessment of salary, target annual and target longterm incentives for Company executives was conducted and found that salaries are at about the 50 th percentile, target total cash compensation approximates the 35 th percentile and total direct compensation is at about the 45 th percentile of competitive practices. While this is below the established compensation philosophy, the Committee believes these levels are appropriate at this time given the economic conditions. Combination of Pay Elements . The Company’s target compensation percentiles, described above, result in a program that places greater emphasis on performance-based compensation, while at the same time focuses on long-term talent retention. The Committee believes that this is consistent with one of its key compensation objectives, which is to align management interests with shareholder interests. For 2009, the Compensation Committee placed about the same emphasis on long-term incentive compensation as competitive practice, as shown in the following table. This occurred because the Committee reduced target incentive plan opportunities for the year. Normally, the Committee’s intent is to put more emphasis on long-term incentive compensation than competitive practice to keep executives focused on longer-term results. The Committee believes this philosophy provides the greatest benefit to shareholders. Percentage of Target Total Direct Compensation Provided by Each Pay Element for 2009 NEO A&B NEOs Competitive Salary Annual Long-Term Salary Annual Long-Term Incentives * Incentives Incentives Incentives Mr. Doane 24% 12% 64% 23% 22% 55% Mr. Kuriyama 29% 13% 58% 34% 22% 44% Mr. Benjamin 39% 18% 43% 35% 21% 44% Mr. Andrasick 32% 13% 55% ** ** ** Mr. Cox 40% 18% 42% 34% 23% 43% Mr. Buelsing 47% 12% 41% 40% 24% 36% * Reflects a 25% to 50% reduction in normal target award opportunities for the 2009 annual cash incentive plan (as further described in the “Pay Elements” section). ** Mr. Andrasick retired on August 31, 2009. Due to the uniqueness of his role during the transition of his duties and responsibilities, his job could not be competitively evaluated. Mr. Andrasick’s compensation between January 1, 2009 and August 31, 2009 was based on the executive transition agreement described further in the section entitled “Employment Agreements” (the “Executive Transition Agreement”). of pay. • Salary, • Annual cash incentives, • Equity-based incentives, • Health and welfare benefits, • Retirement benefits, • Severance Plan and Change in Control agreements, and • Executive perquisites. • Cash compensation at or about the 50 th percentile of competitive survey data (described in detail under “The Role of Survey Benchmarking”). • Total direct compensation (salary, annual incentives at target and long-term incentives) between the 50 th and 60 th percentile. • Total compensation (total direct compensation, plus health and welfare benefits, retirement benefits and perquisites) between the 50 th and 60 th percentile. The Compensation Committee does not use specific formulas to determine the mix of pay elements, or the allocation between cash and non-cash compensation or among non-cash forms Review of Total Compensation. As part of determining total compensation, the Compensation Committee reviews: • A summary of the value of all compensation elements, both direct and non-direct, provided to the executive during the year,
Page 1 and 2: MATSON, INC. FORM DEF 14A (Proxy St
Page 3 and 4: To the Shareholders of Alexander &
Page 5 and 6: TABLE OF CONTENTS Page Notice of 20
Page 7 and 8: Charles G. King Stanley M. Kuriyama
Page 9: • Board compensation • Board ac
Page 13 and 14: NEO Base Salary as of 12/31/08 Amou
Page 15 and 16: estricted stock units, and 40 perce
Page 17 and 18: Equity Granting Policy The Company
Page 19 and 20: 2009 OUTSTANDING EQUITY AWARDS AT F
Page 21 and 22: Option Exercises and Stock Vested.
Page 23 and 24: Components Change in Control w/Term
Page 29 and 30: (1) Assumes execution of an accepta
Page 31 and 32: Plan Category Number of securities
Page 33 and 34: Appendix A DESCRIPTION OF THE ALEXA
Page 35 and 36: (iii) The performance shares which
Page 37 and 38: period (and any subsequent service-
Page 39 and 40: Hay Group Participant List - 2009 G
Page 41 and 42: Scripps Company, Eagle Rock Energy
Page 43 and 44: Health Care System - Baylor Medical
Page 45 and 46: Loyola University Medical Center, L
Page 47 and 48: University, Williams Companies, Inc
Page 49 and 50: PX 69539 Fulfillment PX 69547 YOUR
Page 51: You can now access your Alexander &

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