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

TABLE OF CONTENTS
Page
Notice of 2010 Annual Meeting of Shareholders
General Information 1
Election of Directors 2
Director Nominees 2
Certain Information Concerning the Board of Directors 4
Director Qualifications 4
Director Independence 5
Board Leadership Structure 5
The Board’s Role in Risk Oversight 5
Board of Directors and Committees of the Board 6
Nominating Committee Processes 7
Corporate Governance Guidelines 7
Compensation of Directors 8
Director Share Ownership Guidelines 9
Communications with Directors 9
Security Ownership of Certain Shareholders 9
Certain Information Regarding Directors and Executive Officers 10
Security Ownership of Directors and Executive Officers 10
Section 16(a) Beneficial Ownership Reporting Compliance 10
Certain Relationships and Transactions 11
Code of Ethics 11
Code of Conduct 12
Executive Compensation 12
Compensation Discussion and Analysis 12
Summary Compensation Table 23
Grants of Plan-Based Awards 24
Outstanding Equity Awards at Fiscal Year-End 26
Option Exercises and Stock Vested 27
Pension Benefits 28
Non-Qualified Deferred Compensation 29
Other Potential Post-Employment Payments 30
Compensation Committee Report 33
Audit Committee Report 33
Ratification of Appointment of Independent Registered Public Accounting Firm 34
Approval of the Amended and Restated 2007 Incentive Compensation Plan 34
Other Business 35
Shareholder Proposals for 2011 35
Appendix A – Description of the Alexander & Baldwin, Inc. 2007 Incentive Compensation Plan A-1
Appendix B – List of Companies Included in Surveys Used by A&B for Compensation Purposes B-1