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822 Bishop Street • Honolulu, Hawaii 96813

To the Shareholders of Alexander & Baldwin, Inc.:

You are invited to attend the 20182019 Annual Meeting of Shareholders of Alexander & Baldwin, Inc., to be held in the HokuleiPiilani Ballroom, Dole Cannery, 735 Iwilei Road, Honolulu, Hawaii, on Tuesday,Friday, April 24, 201826, 2019 at 8:00 a.m. HST. We look forward to the opportunity to meet with you.

Whether or not you now plan to attend the Annual Meeting, please vote as soon as possible.You may vote via the Internet, by telephone or by requesting a paper proxy card to complete and return by mail. Specific instructions for shareholders are included in the enclosed proxy or on a Notice of Internet Availability of Proxy Materials being distributed to shareholders on or around March 12, 2018.11, 2019.

Your vote is important and your shares should be represented. Thank you for your continued support of A&B.

		Sincerely,
	CHRISTOPHER J. BENJAMIN
President and Chief Executive Officer
		March 12, 2018 11, 2019

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Board of Directors has set the close of business on February 15, 20182019 as the record date for the meeting. Owners of Alexander & Baldwin, Inc. stock at the close of business on that date are entitled to receive notice of and to vote at the meeting. Shareholders will be asked at the meeting to present valid photo identification. Shareholders holding stock in brokerage accounts must present a copy of a brokerage statement reflecting stock ownership as of the record date.

		By Order of the Board of Directors,
	ALYSON J. NAKAMURA
Vice President and Corporate Secretary
		March 12, 2018 11, 2019

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE PROMPTLY VOTE VIA
THE INTERNET OR BY TELEPHONE, OR REQUEST A PAPER PROXY CARD TO COMPLETE AND RETURN BY MAIL.

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By Internet		By Phone		By Mail		In Person
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Executive Compensation Linked to Performance

The Company firmly believes in pay for performance and aligning pay with shareholder interests and the Company’sCompany's business objectives. Accordingly, the majority of executive compensation is tied to performance. In 2017,2018, our Chief Executive Officer (“CEO”("CEO"), Christopher Benjamin, received 76%79% of his target compensation in the form of performance-based pay, consisting of annual incentives (cash) and long-term incentives (equity), with the remaining 24%21% set as salary.fixed pay. For our other Named Executive Officers, 62%65% of their target compensation was performance-based with the remaining 38%35% set as salary*fixed pay*. All elements of executive compensation are generally targeted at the 50^th percentile of market pay data. In 2017,2018, our executive compensation program received strong support from shareholders with overapproximately 97% of say on pay votes cast in approval of the program.

We encourage you to read our Compensation Discussion and Analysis (“("CD&A”&A"), which begins on page 1920 and describes our pay for performance philosophy and each element of compensation. Our Board of Directors recommends approval, on an advisory basis, of the compensation of our Named Executive Officers, as further described in the CD&A and “Proposal"Proposal No. 2: Advisory Vote on Executive Compensation”Compensation" beginning on page 45.

ALEXANDER & BALDWIN, INC.  ◾

*

James Mead resigned his position as Chief Financial Officer effective November 15, 2018. These percentages were calculated using Mr. Mead's annualized cash compensation and 2018 PROXY STATEMENTequity award. It does not include the compensation for Diana Laing, the Interim Executive Vice President and Interim Chief Financial Officer.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Why am I receiving these materials?

The Board of Directors of Alexander & Baldwin, Inc. (“("A&B”&B" or the “Company”"Company") is soliciting proxies for the Annual Meeting of Shareholders to be held on April 24, 201826, 2019 and at any adjournment or postponement of the meeting (the “Annual Meeting”"Annual Meeting").

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?

On or around March 12, 2018,11, 2019, we mailed to our shareholders (other than to certain street name shareholders or those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials, which contains instructions for accessing and reviewing on the Internet all of our proxy materials, including this Proxy Statement and our 20172018 Annual Report to Shareholders. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”("SEC"), instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials on the Internet. This process is designed to expedite shareholders’shareholders' receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.

How can I request a paper copy of these materials?

You will not receive a printed copy of the proxy materials unless you request it. If you would prefer to receive printed proxy materials, please follow the instructions for requesting such materials contained in the Notice of Internet Availability of Proxy Materials. This process is designed to expedite shareholders’shareholders' receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.

Can I vote using the Internet?

The Notice of Internet Availability of Proxy Materials also provides instructions for voting your shares using the Internet.

Who is entitled to vote at the Annual Meeting?

Shareholders of record at the close of business on February 15, 20182019 are entitled to notice of and to vote at the Annual Meeting. On that date, there were 71,952,94472,092,013 shares of common stock outstanding, each of which is entitled to one vote.

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What is the voting requirement to approve each of the proposals?

Provided a quorum is present, a majority of the votes cast will be necessary for the election of directors, the ratification of the appointment of the independent registered public accounting firm, and the approval, on an advisory basis, of our executive compensation. Shareholders are being asked to express a preference on the frequency of future advisory votes on executive compensation, and the frequency receiving a plurality of votes cast will be considered the preference of shareholders.

What effect do abstentions and brokernon-votes have on the proposals?

Abstentions and brokernon-votes will be included for purposes of establishing a quorum at the Annual Meeting. However, abstentions and brokernon-votes will have no effect on the voting results for any matter, as they are not considered to be votes cast.

ALEXANDER & BALDWIN, INC.  ◾  2018 PROXY STATEMENT

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

As part of adopting new corporate documents in connection with our conversion to a real estate investment trust (“REIT”("REIT"), A&B took the opportunity to enhance its governance practices by declassifying its board, adopting a majority voting standard in uncontested elections and eliminating the super-majoritysupermajority voting requirement to amend its articles of incorporation. These actions are in response to investor feedback we received during our ongoing shareholder engagement initiatives and are in line with best practices. Ten Directorsdirectors will be elected at the Annual Meeting to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified.

Director Nominees and QualificationsQualification of Directors.The nominees of the Board of Directors are the ten persons named below. All nominees except for Diana M. Laing are current members of the Board of Directors. The Board of Directors believes that all nominees will be able to serve. However, if any nominee should decline or become unable to serve for any reason, shares represented by the accompanying proxy will be voted for the replacement person nominated by the Board of Directors, or the Board may choose to reduce the number of directors serving on the Board. Each director nominee identified below was unanimously nominated by the Board at the recommendation of the Nominating and Corporate Governance Committee.

Under A&B’s retirement policy for directors, Charles G. King,Jenai S. Wall, who has served as a director of A&B or A&B Predecessor since 1989,2015, is retiring from the Board at the Annual Meeting. In addition to his service as a director, Mr. King served as the Lead Independent Director of A&B since April 2015, served on the Nominating and Corporate Governance Committee since 2011, served on the Audit Committee from 1989 to 1993, and served on the Compensation Committee from 1993 through 2018 and as its Chair since 2004.not standing for re-election. The Board and management thank Mr. KingMs. Wall for his years ofher service and valued advice.

Below are the names, ages (as of March 31, 2018)2019), and principal occupations of each person nominated by the A&B Board, their business experience during at least the last five years, the year each first was elected or appointed a director and qualifications of each director.

Our Nominating Committee is focused on creating a Board that consists of members that have a diversity of professional experience and a combined skill set to help oversee our business effectively. The Board weighs the alignment of Board capabilities with the needs of A&B as part of the Board’sBoard's self-assessment process. The Nominating Committee’sCommittee's processes for selecting director nominees are described in greater detail in “Certain"Certain Information Concerning the Board of Directors—Nominating Committee Processes”Processes" below. In 2017, as the Board determined to evaluate a REIT conversion, it also decided that additional REIT expertise would be valuable. With the assistance of an executive search firm, Mr. Lewis, a seasoned REIT executive, was appointed to the Board.

Our Board members have a diverse range of perspectives and are knowledgeable about our businesses. Each director contributes in establishing a board climate of trust and respect, where deliberations are open and constructive. A&B’s&B's business strategy is Hawaii-focused and, accordingly, the Board believes it is valuable to shareholders that the greata significant majority of our directors be Hawaii-based executives who can provide extensive local knowledge and insight.

Skills Aligned with Board Needs

Strong combined skillset* and local Hawaii expertise effectively position the Board to navigate Hawaii’sHawaii's unique business environment:

*

This skills matrix represents the diverse skillsets of our ten directors being proposed for election or re-election. All directors are included in multiple categories.

ALEXANDER & BALDWIN, INC.  ◾  2018 PROXY STATEMENT

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In selecting nominees, the Board has considered the factors noted previously;above; the current mix of skills and experience represented by our directors; and the qualifications of each nominated director, which includes the factors reflected as follows.

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		Christopher J. Benjamin Age: 54 55 Director Since: 2016

•

Chief Executive Officer and Director of A&B since January 2016

Director Qualifications: As a member of A&B’s&B's and A&B Predecessor’sPredecessor's senior management team for over a decade, Mr. Benjamin, who is President and Chief Executive Officer of A&B, brings to the Board anin-depth knowledge of all aspects of the Company’sCompany's real estate operations, including commercial real estate and real estate development, and its agribusiness operations.development. Having served for more than seven years as Chief Financial Officer, he has thorough knowledge of the financial management of the Company, including accounting, treasury and investor relations activities. He is knowledgeable about Hawaii and A&B’s&B's operating markets through his involvement in the Hawaii business community and local community organizations.

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		W. Allen Doane Age: 70 71 Director Since: 2012

Director of A&B since June 2012

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Director of A&B Predecessor from October 1998 through June 2012

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Chairman of the Board of A&B Predecessor from April 2006 through December 2009

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Chief Executive Officer of A&B Predecessor from October 1998 through December 2009

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President of A&B Predecessor from October 1998 through September 2008

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Director of A&B Predecessor’sPredecessor's subsidiary, Matson Navigation Company, Inc. (“MNC”("MNC") from October 1998 through June 2012, Chairman of the Board of MNC from April 2006 through September 2008 and from July 2002 to January 2004

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Director, First Hawaiian, Inc. (“FHI”("FHI") (NASDAQ:FHB) since August 2016

Director Qualifications: As a member of A&B Predecessor’sPredecessor's senior management team for almost two decades, Mr. Doane, who was Chief Executive Officer and Chairman of the Board of A&B Predecessor until his retirement from those positions in 2009, brings to the Board anin-depth knowledge of all aspects of the Company’sCompany's real estate operations, including commercial real estate and real estate development, and its agribusiness operations.development. Mr. Doane’sDoane's experience managing a complex business organization has provided him with financial expertise and he has been designated by the Board of Directors as an Audit Committee Financial Expert. He also has board experience, including his service on various corporate andnon-profit boards, and is knowledgeable about Hawaii and A&B’s&B's operating markets through his involvement in the Hawaii business community and local community organizations.

ALEXANDER & BALDWIN, INC.  ◾​  2018 PROXY STATEMENT

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PROPOSAL NO. 1

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		Robert S. Harrison Age: 57 58 Director Since: 2012

•

Chairman of the Board and Chief Executive Officer of FHI since August 2016

Director Qualifications: As Chairman and Chief Executive Officer of FHB, Hawaii’sHawaii's largest financial institution, Mr. Harrison brings to the Board experience in managing complex business organizations. He also has banking and financial expertise. Mr. Harrison has board experience through his service on various corporate andnon-profit boards and is knowledgeable about Hawaii and A&B’s&B's operating markets through his involvement in the Hawaii business community and local community organizations.

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		David C. Hulihee Age: 69 70 Director Since: 2013

•

Chairman of the Board and President of Royal Contracting Co., Ltd. since December 1971

Director Qualifications: As former President and Chief Executive Officer of Grace Pacific and Chairman of the Board and President of Royal Contracting Co., Ltd., both major Hawaii infrastructure and construction companies, Mr. Hulihee brings to the Board construction and development expertise and experience in managing complex business organizations. Mr. Hulihee has board experience, including his service on various corporate andnon-profit boards, and is knowledgeable about Hawaii and A&B’s&B's operating markets through his involvement in the Hawaii business community and local community organizations. Mr. Hulihee also is A&B’s&B's largest individual shareholder, owning or controlling approximately 4.5%3,200,000 (4.4%) of our outstanding shares, and as such his interests are well-aligned with those of shareholders.

ALEXANDER & BALDWIN, INC.  ◾  2018 PROXY STATEMENTTable of Contents

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PROPOSAL NO. 1

		Stanley M. Kuriyama Age: 64 65 Director Since: 2012

•

Chairman of the Board since June 2012

Director Qualifications: As a member of A&B’s&B's and A&B Predecessor’sPredecessor's senior management team for two decades, Mr. Kuriyama, who is Chairman of the Board and former Chief Executive Officer of A&B, brings to the Board anin-depth knowledge of all aspects of the Company’sCompany's real estate operations, including commercial real estate and real estate development, and its agribusiness operations.development. He is knowledgeable about Hawaii and A&B’s&B's operating markets through his involvement in the Hawaii business community and local community organizations.

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		Diana M. Laing Age: 64 Director Nominee

•

Interim Chief Financial Officer of A&B since November 2018 and Interim Executive Vice President of A&B since October 2018. Under the terms of her letter agreement (described on page 29), Ms. Laing's service will not extend beyond April 10, 2019, with a one-time possible extension of no more than 90 days.

•

Chief Financial Officer of American Homes 4 Rent (NYSE:AMH) from May 2014 through June 2018

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Chief Financial Officer of Thomas Properties Group, Inc. from May 2004 through December 2013

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Director of The Macerich Company (NYSE:MAC) since October 2003

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Director of Spirit Realty Capital, Inc. (NYSE:SRC) since August 2018

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Director of CareTrust REIT, Inc. (NASDAQ:CTRE) since January 2019

Director Qualifications: As former Chief Financial Officer of American Homes 4 Rent, a REIT focused on the acquisition, renovation, leasing and operation of single-family homes as rental properties, Ms. Laing contributes in-depth REIT experience, as well as experience in finance, accounting and managing a complex business organization. She also has board experience, including her service on the boards of other publicly traded companies.

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		Thomas A. Lewis, Jr. Age: 65 66 Director Since: 2017

•

Vice Chairman of the Board of Realty Income Corporation (NYSE:RE) (“O) ("Realty Income”Income") from September 20131993 to May 2014; Chief Executive Officer of Realty Income from 1997 through September 2013

Director Qualifications: As former Chief Executive Officer and Vice Chairman of Realty Income, one of the nation’snation's largest and most successful REITs, Mr. Lewis contributesin-depth REIT experience, as well as experience in finance, accounting and managing a complex business organization. He also has board experience, including his service on the boards of other publicly traded companies. He is knowledgeable about Hawaii, having spent his teen and collegiate years on Oahu, and is a part-time resident.

ALEXANDER & BALDWIN, INC.  ◾  2018 PROXY STATEMENT

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PROPOSAL NO. 1

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		Douglas M. Pasquale Age: 63 64 Director Since: 2012

•

Founder and Chief Executive Officer of Capstone Enterprises Corporation (investment and consulting firm) since January 2012

Director Qualifications: As Chief Executive Officer of Capstone Enterprises and as former President, Chief Executive Officer and Chairman of the Board of Nationwide Health Properties, Inc. prior to its merger in July 2011 with Ventas, Mr. Pasquale contributesin-depth REIT experience, as well as experience in finance, accounting and managing a complex business organization. This experience has provided Mr. Pasquale with financial expertise, and he has been designated by the Board of Directors as an Audit Committee Financial Expert. He also has board experience, including his service on the boards of other publicly traded companies.

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		Michele K. Saito Age: 58 59 Director Since: 2012

•

President and Director of DTRIC Insurance Company (insurance) since March 2014

Director Qualifications: As President of DTRIC Insurance Company and former President of Farmers, two of Hawaii’sHawaii's largest insurance companies, Ms. Saito brings to the Board experience in managing a complex business organization and financial and accounting expertise. Ms. Saito also has board experience, including her service on various corporate andnon-profit boards, and is knowledgeable about Hawaii and A&B’s&B's operating markets through her involvement in the Hawaii business community and local community organizations.

ALEXANDER & BALDWIN, INC.  ◾  2018 PROXY STATEMENT

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PROPOSAL NO. 1

		Jenai S. Wall Age: 59 Director Since: 2015

Chairman and Chief Executive Officer of Foodland Super Market, Ltd. (“Foodland”), Food Pantry, Ltd., Kalama Beach Corporation and Pacific Warehouse Inc. since 1998

Director Qualifications: As Chairman and Chief Executive Officer of Foodland, the largest locally-owned grocery retailer in Hawaii, and other entities in its family of companies, Ms. Wall brings to the Board experience in managing complex business organizations and has commercial real estate and retail expertise. She also has board experience, through her service on various corporate andnon-profit boards, and is knowledgeable about Hawaii and A&B’s operating markets through her involvement in the Hawaii business community and local community organizations.

		Eric K. Yeaman Age: 50 51 Director Since: 2012

•

President and Chief Operating Officer of FHI since August 2016

Director Qualifications: As President and Chief Operating Officer of FHB and former Chief Executive Officer of Hawaiian Telecom, the state’sstate's leading integrated communications company, Mr. Yeaman brings to the Board experience in managing complex business organizations. He also has financial and accounting expertise and has been designated by the Board of Directors as an Audit Committee Financial Expert. Mr. Yeaman has board experience, including his service on the boards of other publicly traded companies. He is knowledgeable about Hawaii and A&B’s&B's operating markets through his involvement in the Hawaii business community and local community organizations.

ALEXANDER & BALDWIN, INC.  ◾​  2018 PROXY STATEMENT

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CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS

Corporate Governance Profile. Sound principles of corporate governance are a priority for A&B's Board of Directors. Governance highlights include:

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A diverse, independent board: 20% women; 40% ethnically diverse; majority independent

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Independent leadership, consisting of a separate chair and chief executive officer, combined with a lead independent director

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Multiple skill sets represented on the board, as reflected in the skills matrix on page 3

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Annual election of directors

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A majority voting standard in uncontested director elections

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Shareholders can amend the bylaws with a majority vote; can call special meetings with a 10% vote

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No poison pill

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Meaningful director share ownership guidelines

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Annual board evaluations

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An Audit Committee composed entirely of Audit Committee Financial Experts

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Mandatory retirement age of 72

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Robust shareholder engagement program

Shareholder Engagement. A&B values the views of its shareholders. During 2018, members of our management team met or offered to meet with shareholders who cumulatively owned approximately 73 percent of our stock to discuss our operations, corporate governance, environmental and social initiatives, and executive compensation, and to solicit feedback on these and a variety of other topics. Shareholder perspectives are shared with the Board.

Director Independence.The Board has reviewed each of its current directors and nominees and has determined that all such persons, with the exception of Mr. Benjamin, Mr. Kuriyama (who retired as an employee of A&B on December 31, 2016)Messrs. Doane, Harrison, Lewis, Pasquale and Mr. Hulihee (who retired as an employee of A&B on December 31, 2015),Yeaman and Ms. Saito and Ms. Wall are independent under New York Stock Exchange (“NYSE”("NYSE") rules. In making its independence determinations, the Board considered the transactions, relationships or arrangements in “Certain"Certain Information Regarding Directors and Executive Officers – Certain Relationships and Transactions”Transactions" below, as well as the following: Mr. Doane – his status as a former executive officer of A&B Predecessor and banking relationships with FHB, an entity of which Mr. Doane is a director; Mr. Harrison – A&B’s&B's banking relationships with FHB, an entity of which Mr. Harrison is Chairman of the Board and Chief Executive Officer; Mr. Yeaman – A&B’s&B's banking relationships with FHB, an entity of which Mr. Yeaman is President and Chief Operating Officer; and Ms. Wall – A&B’s&B's banking relationships with FHB, an entity of which Ms. Wall is a director.

In light of Ms. Laing's current service as Interim Executive Vice President and Interim Chief Financial Officer, the Board does not view Ms. Laing as independent at this time. Due to the interim nature of her role (which will not last beyond April 10, 2019, with a one-time possible extension of no more than 90 days), it is expected that the Board will determine that Ms. Laing is independent under NYSE rules once her interim service as an A&B officer ceases. It is anticipated that Ms. Laing's interim service will be concluded prior to the Annual Meeting.

Board Leadership Structure.The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. It understands that there is no single approach to providing Board leadership and that the right Board leadership structure may vary as circumstances warrant.

Mr. Kuriyama transitioned from executive Chairman of the Board (“Chairman”) tonon-executive Chairman, effective January 1, 2017. The Board currently has a separatenon-executive Chairman, a CEO and a Lead Independent Director (currently Charles G. King, to be succeeded by Douglas(Douglas M. Pasquale upon Mr. King’s retirement from the board at the Annual Meeting.Pasquale). At this time, the Board believes that a separate Chairman is beneficial in providing oversight and leadership in handling board responsibilities. This also allows our CEO to focus on Company strategy and business operations. A Lead Independent Director allows the Board to function independently from management and provide objective judgment regarding management’smanagement's performance. The Board has determined that its leadership structure is appropriate for A&B at this time.

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