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UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
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SCHEDULE 14A | |||
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Proxy Statement Pursuant to Section 14(a) of | |||
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Filed by a Party other than the Registrant | |||
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| Preliminary Proxy Statement | ||
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| Definitive Proxy Statement | ||
| Definitive Additional Materials | ||
| Soliciting Material under §240.14a-12 | ||
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Matson, Inc. | |||
(Name of Registrant as Specified In Its Charter) | |||
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
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Matson, Inc.
1411 Sand Island Parkway, Honolulu, Hawaii 96819
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| March 9, 2021 |
March 11, 2019
To the Shareholders of Matson, Inc.:
You are invited to attend the 20192021 Annual Meeting of Shareholders of Matson, Inc. (“Matson” or the “Company”), to be held in the Bankers Club on the 30th Floor of the First Hawaiian Center, 999 Bishop Street, Honolulu, Hawaii,online via live webcast on Thursday, April 25, 201922, 2021 at 8:30 a.m., Hawaii Standard Time. At the meeting, we will have the opportunity to discuss the Company’s financial performance during 2018, and our future plans and expectations.
We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. On or around March 11, 2019,9, 2021, we expect to distribute to our shareholders either (i) a copy of our Proxy Statement, the accompanying proxy card and our annual report or (ii) the Notice of Internet Availability of Proxy Materials (the “Notice”) only. The Notice contains instructions for how to access our Proxy Statement and annual report over the Internet and how to request a paper copy of the Proxy Statement and annual report.
Your vote is important – no matter how many or how few shares you may own. Whether or not you plan to attend the virtual Annual Meeting, please read the Proxy Statement and vote as soon as possible. You may vote via the Internet by telephone or, if you receive printed proxy materials, by telephone or by mailing a proxy card. Instructions for Internet and telephone voting are included in your proxy card and the Proxy Statement (if you receive your materials by mail). Any shareholder attending the virtual Annual Meeting may vote in personat the meeting even if a proxy has been returned.
Thank you for your continued support of Matson.
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| Sincerely, |
| /s/ Matthew J. Cox |
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MATTHEW J. COX Chairman and Chief Executive Officer |
Matson, Inc.
1411 Sand Island Parkway, Honolulu, Hawaii 96819
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Matson, Inc. will be held in the Bankers Club on the 30th Floor of the First Hawaiian Center, 999 Bishop Street, Honolulu, Hawaii,online via live webcast on Thursday, April 25, 201922, 2021 at 8:30 a.m., Hawaii Standard Time, to:
1. | Elect the seven directors named in the proxy statement to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified; |
2. | Approve, on an advisory basis, executive compensation; |
3. | Approve the Amended and Restated Matson, Inc. 2016 Incentive Compensation Plan; |
4. | Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, |
| Transact such other business as properly may be brought before the meeting or any adjournment or postponement thereof. |
To participate in the virtual meeting, you must go to www.virtualshareholdermeeting.com/MATX2021 and enter the control number provided on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. During the meeting, shareholders may vote, ask questions and view the list of registered shareholders as of the record date by following the instructions available on the meeting website.
The Board of Directors has set the close of business on February 22, 201926, 2021 as the record date for the meeting. Owners of Matson, 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
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL MEETING, PLEASE PROMPTLY VOTE VIA THE INTERNET OR BY TELEPHONE, OR IF YOU RECEIVE PRINTED PROXY MATERIALS, BY TELEPHONE OR BY MAILING THE PROXY CARD.
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| By Order of the Board of Directors, |
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| RACHEL C. LEE Vice President and Corporate Secretary |
March | |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS |
FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL |
The Notice of Annual Meeting of Shareholders, Proxy Statement and the |
Annual Report to Shareholders are available at www.proxyvote.com. |
SUMMARY INFORMATION
This summary highlights information contained elsewhere in this Proxy Statement. For more complete information, we encourage you to review the entire Proxy Statement and Matson’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
Annual Meeting of Shareholders
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· Date and Time: | April 22, 2021 at 8:30 a.m. (HST) |
· Place: | On-line only, at www.virtualshareholdermeeting.com/MATX2021 |
· Record Date: | February 26, 2021 |
· Attendance: | All shareholders may attend the virtual meeting online and listen to the webcast. You will need the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. |
· Voting: | Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and each of the other proposals. You will need the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. |
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Vote at | Vote by Calling | Vote by Mail | Vote Online at Virtual Meeting |
Meeting Agenda and Voting Recommendations
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Agenda Item | Board | Page |
Election of seven directors | FOR | 7 |
Advisory approval of our executive compensation | FOR | 52 |
Approval of the Amended and Restated Matson, Inc. 2016 Incentive Compensation Plan | FOR | 54 |
Ratification of selection of Deloitte & Touche LLP (“Deloitte”) as our independent auditors | FOR | 70 |
Director Nominees
We are asking you to vote “FOR” all of the director nominees listed below. Set forth below is summary information about each director nominee.
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Nominee and Principal Occupation | Age | Director | Independent | Leadership/Committees |
Matthew J. Cox, Chairman and Chief Executive Officer of Matson, Inc. | 59 | 2012 | − | · Chairman of the Board |
Stanley M. Kuriyama, former Chairman of Alexander & Baldwin, Inc. | 67 | 2016 | ✓ | · Lead Independent Director · Compensation · Nominating (Chair) |
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Nominee and Principal Occupation | Age | Director | Independent | Leadership/Committees |
Meredith J. Ching, Executive Vice President, External Affairs of Alexander & Baldwin, Inc. | 64 | 2020 | ✓ | · Compensation |
Admiral Thomas B. Fargo, U.S. Navy (Ret.), former Commander of the U.S. Pacific Command | 72 | 2011 | ✓ | · Audit |
Mark H. Fukunaga, Chairman and Chief Executive Officer of Servco Pacific Inc. | 65 | 2018 | ✓ | · Compensation (Chair) · Nominating |
Constance H. Lau, President and Chief Executive Officer of Hawaiian Electric Industries, Inc. | 68 | 2004 | ✓ | · Audit (Chair) · Nominating |
Jenai S. Wall, Chairman and Chief Executive Officer of Foodland Super Market, Ltd. | 62 | 2019 | ✓ | · Audit · Nominating |
Corporate Governance Highlights
✓ 86% of Board is independent (6of 7 directors) ✓ Commitment to Board diversity ✓ 43% of director nominees are women (50% of independent directors) and 71% self-identify as racially or ethnically diverse ✓ Balanced mix of director tenures, with average of 6.7years ✓ Average board age of 65years ✓ Annual election of all directors ✓ Plurality plus vote for directors ✓ Board oversight of risk management ✓ Annual shareholder engagement program | ✓ Lead Independent Director ✓ Board oversight of succession planning for directors, CEO and senior management ✓ Annual Board and committee self-evaluations ✓ Executive sessions of independent directors ✓ Continuing director education ✓ Strong executive and director stock ownership guidelines ✓ No supermajority voting requirements ✓ Board oversight of sustainability initiatives and political spending ✓ Mandatory retirement age for directors |
For more information, please see “Corporate Governance” and “Proposal 1 – Election of Directors” in this Proxy Statement.
Impact of COVID-19 Pandemic on Pay
Beginning May 1, 2020, as part of the Company’s response plan to the economic effects of the COVID-19 pandemic, the Company implemented salary reductions for the executive officers. The Chairman and Chief Executive Officer’s base salary was reduced by 30% and the other NEO’s base salaries were reduced by 20% from May 1 through November 30, 2020. The Board of Directors also reduced its cash retainers and meeting fees by 30% from May 1 through November 30, 2020. The Company did not make any adjustments to performance measures, payout opportunities or plan mechanics under the incentive compensation plans.
Executive Compensation
We are asking you to vote “FOR”, on an advisory basis, our executive compensation. Matson’s compensation philosophy is to align the Company’s objectives with shareholder interests through a compensation program that attracts, motivates and retains talented executives, and rewards outstanding performance. In 2020, 80% of Mr. Cox’s and approximately 70% of the other NEO’s target total direct compensation were variable and at-risk based on annual and long-term performance.
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CEO Target Total Direct Compensation | Other NEO Target Total Direct Compensation |
At the 2020 Annual Meeting of Shareholders, our executive compensation program received strong support from shareholders with over 97% voting FOR our say on pay proposal.
Other Compensation Practices
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Promote Good Pay Practices | Discourage Bad Pay Practices | |
✓ Change in control agreements that include double triggers requiring both a change in control event and termination of employment before any severance payments can be made ✓ Pay packages for the CEO and NEOs that are in line with the Company’s peer group ✓ Different financial, operating and stock price performance metrics to determine incentive payments in annual and long-term incentive awards ✓ Vesting of 50% of annual equity award is tied to achievement of specified performance goals, including relative TSR ✓ Minimum vesting periods of threeyears on all equity awards to senior executives ✓ No-fault clawback policy that applies to all senior management ✓ Policy prohibiting hedging and other speculative transactions involving Company stock by employees, officers and directors | | ✘ No employment contracts with any executive officer ✘ No guaranteed bonus payments to executive officers ✘ No bonus payouts that are not tied to performance ✘ No single trigger vesting of equity in change of control ✘ No pension payouts that are not proportional to pension payouts to employees generally ✘ No excessive perquisites ✘ No excessive severance or change in control provisions ✘ No tax reimbursements or gross-ups ✘ No dividends or dividend equivalents paid on unvested Performance Shares ✘ No unreasonable internal pay disparity ✘ No re-pricing or replacing of underwater stock options, without prior shareholder approval ✘ No above-market interest on deferred compensation plans |
For more information, please see “Executive Compensation” and “Proposal 2 – Advisory Vote to Approve Executive Compensation” in this Proxy Statement.
Amended and Restated Matson, Inc. 2016 Incentive Stock Plan
We are asking you to vote “FOR” the addition of 1,850,000 shares to the Amended and Restated Matson, Inc. 2016 Incentive Stock Plan (the “Amended 2016 Plan”), for a total of 4,350,000 shares, reduced by the number of shares already issued under awards previously granted under the plan. This increase, if approved, would result in a total of 2,460,652 shares being available for issuance under the Amended 2016 Plan, which represents 5.7% of Matson’s outstanding common stock. No other material changes have been made in Amended 2016 Plan. For more information, please see “Proposal 3 –
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Approval of the Amended and Restated Matson, Inc. 2016 Incentive Compensation Plan” in this Proxy Statement.
Auditors
As a matter of good corporate governance, we are asking you to vote “FOR” the ratification of the appointment of Deloitte as our independent auditors for the fiscal year ending December 31, 2021. Following a robust evaluation process that considered the qualifications, independence and performance of Deloitte, the Audit Committee believes that Deloitte is independent and that it is in the best interests of Matson and our shareholders for Deloitte to serve as our independent auditors. The following table summarizes the fees Deloitte billed to us for professional services for 2020 and 2019. The Audit Committee pre-approved all such services.
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Fiscal Year | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees |
2020 | 2,345,000 | 20,000 | 129,000 | 0 |
2019 | 2,400,000 | 20,000 | 75,000 | 0 |
For more information, please see “Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm” in this Proxy Statement.
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CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS | | 20 |
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PROPOSAL 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | | 52 |
PROPOSAL 3 – APPROVAL OF THE AMENDED AND RESTATED MATSON, INC. 2016 INCENTIVE COMPENSATION PLAN | | 54 |
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Matson, Inc.
1411 Sand Island Parkway, Honolulu, Hawaii 96819
PROXY STATEMENT
Annual Meeting of Shareholders
Thursday, April 25, 201922, 2021
The Board of Directors (the “Board of Directors” or the “Board”) of Matson, Inc. (“Matson” or the “Company”) is soliciting your proxy to vote at the 20192021 Annual Meeting of Shareholders to be held on Thursday, April 25, 201922, 2021 at 8:30 a.m., Hawaii Standard Time, and any adjournment or postponement of that meeting (the “Annual Meeting”). The Annual Meeting will be held online via live webcast at the Bankers Club on the 30th Floor of the First Hawaiian Center, 999 Bishop Street, Honolulu, Hawaii.www.virtualshareholdermeeting.com/MATX2021. This Proxy Statement and the accompanying proxy card and Notice of Annual Meeting of Shareholders were first mailed or otherwise made available, on or about March 11, 2019,9, 2021, to shareholders of record as of February 22, 2019,26, 2021, the record date for the Annual Meeting.
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials primarily on the Internet. On or around March 11, 2019,9, 2021, we mailed to our shareholders (other than to certain registered holders, certain street name shareholders, or those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials, which contains instructions as to how you may access and review on the Internet all of our proxy materials, including this Proxy Statement and our annual report. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may vote your proxy on the Internet. If you would prefer to receive printed proxy materials, please follow the instructions for requesting printed materials contained in the Notice of Internet Availability of Proxy Materials. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.
A Note Regarding Websites and Hyperlinks
Websites provided throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement and is not incorporated herein by reference.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Who may attend the Annual Meeting?
All shareholders as of the record date, February 26, 2021, are invited to attend the Annual Meeting.
Why is the Annual Meeting being held online via live webcast?
The Board of Directors has decided that the Annual Meeting should be held online this year via live webcast in light of the continued impacts of and risks related to COVID-19 and potential limitations on large gatherings in Honolulu, Hawaii in order to permit shareholders from any location with access to the Internet to participate. The Company has endeavored to provide shareholders with the same rights and opportunities for participation in the Annual Meeting online as an in-person meeting.
How can I attend the Annual Meeting online?
To attend online and participate in the Annual Meeting, you will need the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials to log into www.virtualshareholdermeeting.com/MATX2021. If you are a beneficial shareholder, you may contact the beneficial owner of shares held in the name of yourbank, broker, banktrust or other nominee or custodian where you must bring proof of ownership (e.g., a current broker’s statement) in orderhold your shares if you have questions about obtaining your control number.
We encourage you to be admittedaccess the meeting prior to the start time. Please allow ample time for online check-in, which will begin at 8:00 a.m. Hawaii Standard Time. We will have technicians ready to assist you with any difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or course of the annual meeting, please call the technical support number that will be posted on the virtual meeting log-in page.
How may I submit questions at the Annual Meeting.Meeting?
Shareholders may submit questions live during the meeting at the virtual meeting website. We plan to answer as many questions as possible during the time permitted. More information regarding the question and answer process, including the number and types of questions permitted, the time allotted for questions, and how questions will be recognized and answered will be available in the meeting Rules of Conduct, which will be posted on the virtual meeting website before and during the meeting.
Who is entitled to vote at the Annual Meeting?
You are entitled to receive notice of, and to vote at, the Annual Meeting if you own shares of Matson common stock at the close of business on February 22, 2019,26, 2021, the record date for the Annual Meeting. At the close of business on the record date, there were 42,826,26743,435,170 shares of Matson common stock issued and outstanding. Each share of common stock is entitled to one vote onfor each matterdirector nominee and each of the other proposals to be voted on at the Annual Meeting.
What matters will be voted on at the Annual Meeting?Meeting and what are the Board’s voting recommendations?
There are threefour proposals scheduled to be considered and voted on at the Annual Meeting:
| Election of seven directors; |
| Advisory vote to approve executive compensation; |
● | Approval of the Amended and Restated Matson, Inc. 2016 Incentive Compensation Plan; and |
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| Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, |
What are the Board’s voting recommendations?
The Board recommends that you vote as follows:“FOR” each of the director nominees and “FOR” each of the other proposals.
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How do I vote by proxy before the Annual Meeting?
If you are a shareholder of record, you may submit a proxy via the Internet, by telephone or by mail.
| Submitting a Proxy via the Internet: You can submit a proxy via the Internet until 11:59 p.m. Eastern Daylight Time (5:59 p.m. Hawaii Standard Time), on April |
| Submitting a Proxy by Telephone: You can submit a proxy for your shares by telephone until 11:59 p.m. Eastern Daylight Time (5:59 p.m. Hawaii Standard Time), on April |
| Submitting a Proxy by Mail: If you choose to submit a proxy by mail, simply mark your proxy card, date and sign it, and return it in the postage paid envelope provided with the proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. |
By casting your vote in any of the ways listed above, you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions. You may also attend the Annual Meeting online and vote in person.your shares.
If you are a “street name” holder, you must provide instructions on voting to your broker, bank, trust or other nominee or custodian holder.
What is the difference between a “shareholder of record” and a “street name” holder?
These terms describe how your shares are held. If your shares are registered directly in your name with our independent transfer agent and registrar, Computershare Shareowner Services LLC, you are a “shareholder of record”. If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder and you are considered the “beneficial owner” of the shares. As the beneficial owner of shares, you have the right to direct your broker, bank, trustee or nominee or custodian how to vote your shares, and you will receive separate instructions from your broker, bank or other holder of recordthem describing how to vote your shares.
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How many proxy cards might I receive?
You could receive multiple proxy cards if you hold your shares in different ways (e.g., joint tenancy, trusts and custodial accounts) or in multiple accounts. If your shares are held in “street name”, you will receive your proxy card or other voting information from your broker, bank, trusttrustee or other nominee or custodian, and you will return your proxy card or cards to such broker, bank, trust or other nominee.them. You should complete and sign, or provide Internet or telephone voting instructions with respect to, each proxy card you receive, unless you are a “shareholder of record” and you elect to vote via the Internet or by telephone.receive.
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Can I vote my shares in person atduring the Annual Meeting?
Yes. If you decide to join us in personon-line at the virtual Annual Meeting, and you are a “shareholder of record”, you may vote your shares in person at the Annual Meeting. If you hold your shares as a “street name” holder and wish to vote in person atduring the Annual Meeting you must obtain a legal proxy from your broker, bank, trust or other nominee, giving youby following the right to vote the sharesinstructions at the Annual Meeting. You will be unable to vote your shares at the Annual Meeting without a legal proxy.www.virtualshareholdermeeting.com/MATX2021.
Can I revoke my proxy or change my vote after I have submitted a proxy?
You may revoke your proxy or change your vote at any time before it is exercised by:
| delivering to the Corporate Secretary a written notice of revocation, dated later than the proxy, before the vote is taken at the Annual Meeting; |
| delivering to the Corporate Secretary an executed proxy bearing a later date, before the vote is taken at the Annual Meeting; |
| submitting a proxy on a later date via the Internet or by telephone (only your last Internet or telephone proxy will be counted), before 11:59 p.m. Eastern Daylight Time (5:59 p.m. Hawaii Standard Time), on April |
| attending the Annual Meeting online and voting |
Any written notice of revocation, or later dated proxy, should be delivered to:
Rachel C. Lee
Corporate Secretary
Matson, Inc.
555 12th Street
Oakland, California 94607
(510) 628‑4000
Alternatively, you may hand deliver a written revocation notice, or a later dated proxy, to the Corporate Secretary at the Annual Meeting before we begin voting.628-4000
If your shares are held by a broker, bank, brokertrustee or other nominee or custodian, you must follow the instructions provided by the bank, broker or other nomineethem if you wish to revoke your proxy or change your vote.
What constitutes a quorum for the Annual Meeting?
In order to take action on the proposals at the Annual Meeting, a quorum, consisting of a majority of the outstanding shares entitled to vote as of the record date, must be present in person or by proxy.represented at the meeting. Abstentions and broker non-votes will be counted as shares that are present for purposes of determining quorum.
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What are the voting requirements for each of the proposals?
Provided a quorum is present:
Proposal 1 – Election of directors: Directors will be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors. A “plurality” voting standard means that the seven nominees who receive the most “for” votes cast will be elected as directors. As discussed below in the section “Corporate Governance—Corporate Governance Guidelines”, the Company has a “plurality plus” policy in uncontested director elections.
Proposal 2 – Advisory vote to approve executive compensation: The affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting is required to approve this proposal.
Proposal 3 — Approval of the advisoryAmended and Restated Matson, Inc. 2016 Incentive Compensation Plan: The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve executive compensation.this proposal.
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Proposal 34 – Ratification of the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 20192021: The affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting is required to ratify the appointment of the Company’s independent registered public accounting firm.approve this proposal.
What is a broker “non-vote”?
A broker “non-vote” occurs when a broker or other nominee who holds shares for a beneficial owner is unable to vote those shares for the beneficial owner because the broker or other nominee does not have discretionary voting power for the proposal and has not received voting instructions from the beneficial owner of the shares. Brokers will have discretionary voting power to vote shares for which no voting instructions have been provided by the beneficial owner only with respect to the proposal to ratify the appointment of the Company’s independent registered public accounting firm. Brokers will not have such discretionary voting power to vote shares with respect to the election of directors, or the advisory vote to approve executive compensation.compensation, or the approval of the Amended and Restated Matson, Inc. 2016 Incentive Compensation Plan.
How will abstentions and broker non-votes affect the votes?
Abstentions and broker non-votes will generally have no effect on the voting results for any matter,proposal, as they are not considered to be votes cast.cast under Hawaii corporate law. However, for purposes of Proposal 3, approval of the Amended and Restated Matson, Inc. 2016 Incentive Compensation Plan, New York Stock Exchange (“NYSE”) rules require abstentions to be counted as votes cast and, therefore, they will have the same effect as a vote “against” the proposal.
How will my shares be voted if I give my proxy but do not specify how my shares should be voted?
If you provide specific voting instructions, your shares will be voted at the Annual Meeting in accordance with your instructions. If you hold shares in your name (i.e., you are a shareholder of record and not a street-name holder) and sign and return a proxy card without giving specific voting instructions, your shares will be voted “FOR” each of the director nominees named in this Proxy Statement and “FOR” Proposals 2, 3 and 3,4, in accordance with the Board’s recommendations.
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Who will count the votes?
At the Annual Meeting, votes will be counted by an election inspector from the Company. Such inspector will be present atparticipate in the Annual Meeting to process and count the votes cast by our shareholders, make a report of inspection count the votes cast by our shareholders and certify as to the number of votes cast on each proposal.
Who will conduct the proxy solicitation and how much will it cost?
We are soliciting proxies from shareholders on behalf of our Board and will pay for all costs incurred by it in connection with the solicitation. In addition to solicitation by mail, the directors, officers and employees of Matson and its subsidiaries may solicit proxies from shareholders in person or by telephone, videoconference, facsimile or email without additional compensation other than reimbursement for their actual expenses.
We have retained Alliance Advisors, a proxy solicitation firm, to assist us in the solicitation of proxies for the Annual Meeting. We will pay Alliance Advisors a fee of approximately $5,500$6,000 and reimburse the firm for its reasonable out‑of‑pocketout-of-pocket expenses.
Arrangements also will be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and we will reimburse such custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in connection with thethese forwarding of solicitation materials to the beneficial owners of our stock.services.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting and expect to publish final results on a Form 8‑K8-K filed with the SEC within four business days after the Annual Meeting.
If you have any questions about voting your shares or attending the Annual Meeting, please call our Corporate Secretary at (510) 628‑4000628-4000 or Alliance Advisors toll free at (855) 723‑7816.723-7816.
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PROPOSAL 1 — ELECTION OF DIRECTORS
The number of directors is currently fixed at seven. Michael J. Chun, having reached the mandatory retirement age under the Company’s Bylaws, is not standing for reelectionEach Director nominee was previously elected by shareholders at the 2019last year’s Annual Meeting. Our Board extends its gratitude to Dr. Chun for his dedication and service to the Company. If elected, each Director nominee will serve until the next Annual Meeting of Shareholders and until his or her successor is duly elected and qualified.
Director Nominees and Qualification of Directors
The nominees of the Board of Directors are the seven persons named below. The Board of Directors believes that all nominees will be able and willing to serve. However, if any nominee should decline or become unable to serve for any reason, the proxy holder will vote your shares to approve the election of any replacement nominee proposed by the Board of Directors or just for the remaining nominees, leaving a vacancy. Alternatively, the Board of Directors may reduce the size of the Board.
The following table provides the name, age (as of March 11, 2019) and principal occupation of each person nominated by the Board of Directors, their business experience during at least the last five years, the year each was first elected or appointed a director (including to predecessor companies) and qualifications of each director. Our Board members have a diverse range of perspectives and are knowledgeable about our businesses.businesses and operating markets. Each director contributes in establishing a Board climate of trust and respect, where deliberations are open and constructive. All of our Board members are U.S. citizens which helps ensure the Company remainsremain in compliance with the requirements of the Merchant Marine Act of 1920, commonly referred to as the Jones Act. In selecting nominees, the Board has considered these factors and has reviewed the qualifications of each nominee, which includes the factors reflected below:
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* This skills matrix represents the diverse skillsets of our seven directors being proposed for re-election. The fact that a particular skill or qualification is not designated does not mean the director does not possess that particular attribute.
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The following table provides the name, age (as of March 9, 2021) and principal occupation of each person nominated by the Board of Directors, their business experience during at least the last five years, the year each was first elected or appointed a director (including to predecessor companies), other public company board directorships, and the skills, qualifications and attributes of each director that led to the conclusion he or she should serve as a director, in light of Matson’s current business and structure.
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Matthew J. Cox Director Since: 2012 | ||
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| Chairman of the Board of Matson since April 2017 and Chief Executive Officer since June 2012; |
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| President of Matson from June 2012 to April 2017; |
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| Chairman and CEO of Matson’s subsidiary, Matson Navigation Company, Inc. (“MatNav”) since June 2012; |
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| President of MatNav from October 2008 to April 2017; |
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| Variety of positions, including Vice President, Refrigerated Containers, at American President Lines (“APL”) (global container transportation company) from 1987 to 1999; and |
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| Director of First Hawaiian, Inc. |
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Director Qualifications |
As a member of Matson’s senior management team for over |
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Stanley M. Kuriyama Director Since: 2016 |
● | Chairman of Alexander & Baldwin, Inc., Honolulu, Hawaii (NYSE:ALEX) (real estate investment trust) (“A&B”) from June 2012 to September 2020; and |
● | Chief Executive Officer of A&B from January 2010 to December 2015; Director of A&B from January 2010 through June 2012; and executive Chairman of A&B from January 2016 to December 2016. |
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Director Qualifications | ||
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Meredith J. Ching |
● | Executive Vice President, External Affairs of A&B since March 2018; |
● | Senior Vice President, Government & Community Relations of A&B from June 2007 to March 2018; and |
● | Director of Cincinnati Bell Inc.1 (NYSE:CBB) (telecommunications provider) (“Cincinnati Bell”) since July 2018 and former director of Hawaiian Telcom Holdco, Inc. from May 2015 to June 2018. |
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Director Qualifications |
As Executive Vice President of External Affairs at A&B and through her extensive involvement in the Hawaii business community and local community organizations, Ms. Ching brings to the Board deep understanding about Hawaii and Matson’s operating markets. She also has public company board experience via her service on the boards of Hawaiian Telcom and Cincinnati Bell Inc. |
1 As disclosed in filings with the SEC, Cincinnati Bell has entered into an Agreement and Plan of Merger pursuant to which Cincinnati Bell will be acquired by an affiliate of Macquarie Infrastructure Partners V, a fund managed by Macquarie Infrastructure and Real Assets. The merger is expected to close in the first half of 2021 and at the effective time of the merger, Cincinnati Bell will cease to be a publicly-traded company.
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Thomas B. Fargo |
● | Chairman of the Board of Hawaiian Electric Industries, Inc., |
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| Commander, U.S. Pacific Command, from May 2002 to March 2005; |
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| John M. Shalikasvili Chair in National Security Studies at the National Bureau of Asian Research from 2010 to March 2016; |
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| Owner of Fargo Associates, LLC (defense and homeland/national security consultancy) since 2005; |
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| Lead Director of The Greenbrier Companies, Inc. (NYSE:GBX) (transportation equipment and services) since January 2021 and a director since July |
● | Non-Executive Chairman of the Board, Huntington Ingalls Industries, Inc., Newport News, Virginia (NYSE:HII) (military shipbuilder) from March 2011 to April 2020; and director of Hawaiian Electric Company, Inc. (“HECO”), a subsidiary of HEI, from March 2005 to January 2017. |
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Director Qualifications | |
Through his various executive and leadership roles, Admiral Fargo brings to the Board experience in maritime and military operations and in managing complex business organizations. He is knowledgeable about Hawaii and Matson’s operating markets through his involvement in the Hawaii business community and local community organizations. Admiral Fargo also has extensive diplomatic, business and policy experience in Asia. As the senior military commander in East Asia and the Pacific, he was responsible for U.S. security arrangements and engagement with the respective governments of the region. | |
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Mark H. Fukunaga Chair of the |
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| Chairman and Chief Executive Officer of Servco Pacific Inc. |
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Director Qualifications | |
As the Chairman and Chief Executive Officer of Servco, a company with operations in automotive distribution and retailing, |
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Constance H. Lau Director Since: 2004 | |
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| President, Chief Executive Officer and Director of HEI |
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| Chairman of the |
● | Director of HECO from May 2006 to May 2019. |
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Director Qualifications | |
As President, Chief Executive Officer and |
organizations. | |
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Jenai S. Wall | |
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| Chairman and Chief Executive Officer of Foodland Super Market, Ltd. (grocery retailer) (“Foodland”) |
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| Director of |
● | Director of A&B from April 2015 to April 2019. |
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Director Qualifications |
As Chairman and Chief Executive Officer of Foodland, the largest locally-owned grocery retailer in Hawaii, and other entities in the Sullivan Family of Companies, Ms. Wall brings to the Board experience in managing complex business organizations and real-time logistics expertise. She is knowledgeable about Hawaii and Matson’s operating markets through her involvement in the Hawaii business community and local community organizations. She also has public company board experience via her service on the |
The Board of Directors recommends that shareholders vote “FOR”
each of the seven nominees for director.
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The NYSE listing standards and our Corporate Governance Guidelines require that a majority of our Board of Directors, andincluding every member of the Audit, Compensation and Nominating and Corporate Governance Committees be “independent.”“independent” and that committee members satisfy heighted independence standards, as applicable. The Board has reviewed each of its current directors and the additional nominee for director, and has determined that all of such individuals, with the exception of Mr. Cox, who is an executive officer of Matson, are independent under NYSE rules. The Board hashad also previously determined that Jeffrey N. Watanabe,W. Blake Baird, who retired fromdid not stand for re-election to the Board in April 2018 upon reaching the mandatory retirement age under the Company’s Bylaws,2020, was independent under NYSE rules. In making its independence determinations, the Board considered the transactions, relationships or arrangements described below in “Certain Information Regarding Directors and Executive Officers—Certain Relationships and Transactions”, as well as the following, none of which the Board deemed to be material to Matson: Dr. Chun—Matson’s banking relationships with Bank of Hawaii, an entity of which Dr. Chun was a director; Admiral Fargo—Matson’s banking relationships with American Savings Bank, the corporate parent of which Admiral Fargo is a director; Mr. Fukunaga—Matson’s commercial relationships with Servco, an entity of which Mr. Fukunaga is chairman and chief executive officer; Ms. Lau—Matson’s banking relationships with American Savings Bank, the corporate parent of which Ms. Lau is president, chief executive officer, and a director; and Ms. Wall—Matson’s commercial relationships with Foodland, an entity of which Ms. Wall is chairman and chief executive officer, and Matson’s banking relationships with First Hawaiian Bank, an entity of which Ms. Wall is a director;director and Mr. Watanabe—Matson’s banking relationships with American Savings Bank, an entitythe corporate parent of which Mr. WatanabeMs. Wall is a director.
The Board recognizes that one of its key responsibilities is to evaluate and determine the optimal leadership structure to best serve the interests of shareholders. The Board understands that there is no single, generally accepted approach to providing Board leadership. Given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary as circumstances warrant.
The Company’s Bylaws and Corporate Governance Guidelines provide the Board flexibility to determine whether it is in the best interests of the Company and its shareholders to have a combined or separate Chairman of the Board and Chief Executive Officer (“CEO”). The Board has combined the Chairman and CEO roles and the independent directors have designated a Lead Independent Director because it provides unified leadership and accountability in quickly and seamlessly identifying and carrying out the strategic priorities of the Company. With its Lead Independent Director, this governance structure also provides a form of leadership that allows the Board to function independently from management capable ofand exercise objective judgment regarding management’s performance, and enables the Board to fulfill its duties effectively and efficiently. The Lead Independent Director has significant responsibilities, which are set forth in the Company’s Corporate Governance Guidelines, including:
| Consults with the Chairman on agendas and meeting schedules to assure that there is sufficient time for discussion of all agenda items; |
| Consults with the Chairman on information sent to the Board; |
| Facilitates the process for the Board’s self-evaluation; |
| Presides at Board meetings in the absence of the Chairman; |
| Presides at executive sessions of non-management directors; |
| Has authority to call meetings of the independent directors; |
| Serves as liaison between the independent directors and the Chairman and CEO; and |
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| If appropriate, and in coordination with executive management, be available for consultation and direct communication with major shareholders. |
The Board believes that the Company and its shareholders continue to be best served at this time by having Matthew J. Cox serve as the Chairman and CEO, and Stanley M. Kuriyama serve as the Lead Independent Director.
Each year, the Nominating and Corporate Governance Committee, together with the Lead Independent Director, oversees an annual Board and committee evaluation process to assess its performance and effectiveness. As part of this process, Board members complete a questionnaire that requests subjective comment in key areas and solicits specific topics on which Directors would like to focus during the upcoming year. The results are discussed by the Board in an executive session at a regularly scheduled Board meeting. Each committee conducts its own self-evaluation and reports the findings of the self-evaluations to the full Board.
The Board’s Role in Risk Oversight
The Board has oversight of the risk management process, which includes overseeing our process for identifying, assessing and mitigating significant financial, operational, legal, strategic, cyber securitycybersecurity and other risks that may affect the Company.Company, including those related to climate change and human capital management. Risk oversight plays a role in all major Board decisions and the evaluation of risk is a key part of the decision-making process. For example, the identification of risks and the development of sensitivity analyses are key requirements for
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capital requests that are presented to the Board. The Board administers its oversight role in part through the Audit Committee. One of theits committees. The Audit Committee’s responsibilities involvesinclude discussing policies regarding risk assessment and risk management. The Compensation Committee’s responsibilities include assessing risks arising from the Company’s compensation policies and practices. The Nominating and Corporate Governance Committee’s responsibilities include discussing governance-related risks.
This risk management process occurs throughout all levels of the organization, but is also facilitated through a risk management steering committee comprised of senior management, whose members meet regularly to identify and address specific significant risks. Risk management is reflected in the Company’s compliance, auditing and risk management functions, and its risk-based approach to strategic and operating decision-making. Management reviews its risk management activities with the Audit Committee and the full Board of Directors on a regular basis. The Board periodically receives various reports on risk-related matters, including presentations by senior management that coverwith an overview of the risk management program and that include risk management perspectives from each of Matson’s business segments in the company-wide strategic plan.
In 2018,2020, management worked with the Compensation Committee and Exequity LLP, an independent executive compensation consulting firm retained by the Compensation Committee, to review all Company incentive plans and related policies and practices, and the overall structure of total pay, pay mix, the risk management process and related internal controls.
The Company concluded that the risks arising from our incentive compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
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Board of Directors and Committees of the Board
The Board of Directors held eight meetings during 2018.2020. In conjunction with sixfour of these meetings, the non‑managementnon-management directors of Matson met in formally-scheduled executive sessions led by the Lead Independent Director. In 2018,2020, all directors attended more than 75%all of the aggregate meetings of the Board of Directors and the Committees of the Board on which they served. In addition, Matson’s directors are strongly encouraged to attend the Annual Meeting of Shareholders. All but one of the current directors then serving on the Board attended the 20182020 Annual Meeting.
The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which is governed by a charter, which is available on the corporate governance page of Matson’s website at www.matson.com. Each committee meets regularly throughout the year, reports its actions to the Board, receives reports from senior management, annually evaluates its performance and can retain outside advisors. The composition of each committee is set forth below:
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Matthew J. Cox | | | |
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Constance H. Lau | Chair | |
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Mark H. Fukunaga | | Chair | ✓ |
Stanley M. Kuriyama | | ✓ | Chair |
Meredith J. Ching | | ✓ | |
Thomas B. Fargo | ✓ | | |
Jenai S. Wall | ✓ | | ✓ |
Audit Committee: Each member is an independent director under the applicable NYSE listing standards and SEC rules. In addition, the Board has determined that Ms. Lau and Mr. Baird areis an “Audit Committee Financial Experts”Expert” under SEC rules. The duties and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board of Directors, and are summarized in the Audit Committee Report, which appears in this Proxy Statement. The Audit Committee met fivesix times during 2018.2020.
Compensation Committee: Each member is an independent director under the applicable NYSE listing standards and SEC rules. The Compensation Committee has general responsibility for managementthe compensation and benefits of the Company’s executive officers and other salaried employee compensation and benefits,employees, including incentive compensation and stock incentive plans, and for making recommendations on director compensation to the Board. The Compensation Committee may form subcommittees and delegate such authority as the Compensation Committee deems appropriate, subject to any restrictions by law or listing standard. For further information on the processes and procedures for consideration of executive compensation, see the “Executive Compensation
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– Compensation Discussion and Analysis” section of this Proxy Statement. The Compensation Committee met fivefour times during 2018.2020.
Nominating and Corporate Governance Committee: Each member is an independent director under the applicable NYSE listing standards. The functions of the Nominating and Corporate Governance Committee include recommending to the Board individuals qualified to serve as directors; recommending to the Board the size and composition of committees of the Board and monitoring the functioning of the committees; advising on Board composition and procedures; reviewing corporate governance issues; overseeing the annual evaluation of the Board; and ensuring that an evaluation of
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management occurs. The Nominating and Corporate Governance Committee met three times during 2018.2020.
Nominating and Corporate Governance CommitteeDirector Nomination Processes
The Nominating and Corporate Governance Committee identifies potential nominees by asking current directors to notify the Nominating and Corporate Governance Committee of qualified persons who might be available to serve on the Board. From time to time, the Nominating and Corporate Governance Committee also engages firms that specialize in identifying director candidates.
The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. In considering such candidates, the Nominating and Corporate Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. To have a candidate considered by the Nominating and Corporate Governance Committee, a shareholder must submit a written recommendation that meets the requirements of the Company’s Bylaws, including the name of the shareholder, evidence of the shareholder’s ownership of Matson stock (including the number of shares owned and the length of time of ownership), the name of the candidate, the candidate’s qualifications to be a director and the candidate’s consent for such consideration.
The shareholder recommendation and information described above must be sent to the Corporate Secretary at 555 12th Street, Oakland, California 94607.
The Nominating and Corporate Governance Committee believes that the minimum qualifications for serving as a director are high ethical standards, a commitment to shareholders, a genuine interest in Matson and a willingness and ability to devote adequate time to a director’s duties. The Company’s Corporate Governance Guidelines authorize the Nominating and Corporate Governance Committee to consider other factors it deems to be in the best interests of Matson and its shareholders, including whether nominees possess such knowledge, experience, skills, expertise and diversity to enhance the Board’s ability to manage and direct the business and affairs of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or NYSE rules. While the Nominating and Corporate Governance Committee does not have a separate written diversity policy, it does consider diversity, including diversity of knowledge, skills, professional experience, gender, ethnicity, education, expertise, and representation in industries relevant to the Company, as an important factor in its evaluation of candidates. The Nominating and Corporate Governance Committee reviews annually with the Board the composition of the Board as a whole and recommends any measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills and expertise to oversee the Company’s execution of its strategy.
Once a potential candidate has been identified by the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee reviews information regarding the person to determine whether the person should be considered further. If appropriate, the Nominating and Corporate Governance Committee may request information from the candidate, review the person’s accomplishments, qualifications and references, and conduct interviews with the candidate. The Nominating and Corporate Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder.
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Corporate Governance Guidelines
The Board of Directors has adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to promote the more effective functioning of the Board and its committees. The guidelines provide details on matters such as:
| Goals and responsibilities of the Board; |
| Selection of directors, including the Chairman of the Board and the Lead Independent Director; |
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| Board membership criteria and director retirement age; |
| Stock ownership guidelines; |
| Director independence and executive sessions of non-management directors; |
| Oversight of sustainability matters; |
● | Board self-evaluation; |
| Board compensation; |
| Board access to management and outside advisors; |
| Board orientation and continuing education; and |
| Leadership development, including annual evaluations of the CEO and management succession plans. |
“Plurality Plus” Policy. Our Corporate Governance Guidelines provide that any director nominee who receives a greater number of “withhold” votes than “for” votes in an uncontested election is required to tender his or her resignation for consideration by the Nominating and Corporate Governance Committee of the Board. The Nominating and Corporate Governance Committee will consider the resignation offer and recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The Board will consider the recommendation of the Nominating and Corporate Governance Committee and will determine whether or not to accept the resignation offer. Full details of this policy are set forth in our Corporate Governance Guidelines, which are available on the corporate governance page of Matson’s corporate website at www.matson.com.
Matson’s core values include being an industry leader in environmental stewardship, contributing positively to the communities in which we live and work, and conducting our business with integrity and accountability.
Our Corporate Governance Guidelines provide that as part of our commitment to sustainability, the Board, with the assistance of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, is responsible for overseeing sustainability matters relevant to the Company’s business, including environmental, social and governance matters. The Board receives regular updates on our progress.
In 2020, the Company conducted a materiality assessment to identify environmental, governance and social (“ESG”) issues material to our business and our stakeholders. The assessment identified 16 material ESG issues, including greenhouse gas emissions and climate change; diversity, equity and inclusion; and safe and resilient operations. After completing the ESG materiality assessment, we developed a strategic roadmap to guide our sustainability journey with the goals to move toward a low-carbon future and safeguard our ocean environment; be a vital community partner and employer in support of people’s livelihoods, opportunities and wellbeing; and operate our business safely, ethically and reliably, delivering value to our stakeholders.
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In February 2021, Matson published its inaugural Sustainability Report. The report provides a comprehensive overview of the measures we are taking to promote responsible, sustainable and ethical operations and the progress we have made to advance our sustainability strategy and goals. For more information about the report and our sustainability initiatives, please see our website at www.matson.com/sustainability.
The following table summarizes the compensation paid by Matson to non-employee directors for services rendered during 2018:2020:
20182020 DIRECTOR COMPENSATION
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Name |
| Fees Earned |
| Stock Awards |
| All Other |
| Total |
| Fees Earned |
| Stock Awards |
| All Other |
| Total |
(a) |
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| (h) | | (b) | | (c) | | (g) | | (h) |
W. Blake Baird |
| 86,500 |
| 100,008 |
| 2,436 |
| 188,944 | | 30,500 | | − | | 2,286 | | 32,786 |
Michael J. Chun |
| 90,000 |
| 100,008 |
| 7,013 |
| 197,021 | ||||||||
Meredith J. Ching | | 44,563 | | 100,027 | | − | | 144,590 | ||||||||
Thomas B. Fargo |
| 80,500 |
| 100,008 |
| 16,562 |
| 197,070 | | 66,225 | | 100,027 | | 8,429 | | 174,681 |
Mark H. Fukunaga |
| 62,625 |
| 100,008 |
| — |
| 162,633 | | 72,813 | | 100,027 | | − | | 172,840 |
Stanley M. Kuriyama |
| 107,875 |
| 100,008 |
| — |
| 207,883 | | 100,300 | | 100,027 | | 5,271 | | 205,598 |
Constance H. Lau |
| 96,500 |
| 100,008 |
| 2,436 |
| 198,944 | | 79,425 | | 100,027 | | 2,286 | | 181,738 |
Jeffrey N. Watanabe |
| 39,500 |
| — |
| 29,654 |
| 69,154 | ||||||||
Jenai S. Wall | | 69,938 | | 100,027 | | 2,286 | | 172,251 |
(1) |
| Represents the |
(2) |
| Options have not been granted to directors since 2007. No non-employee directors had any stock |
(3) |
| Represents dividend equivalent amounts payable upon vesting of restricted stock |
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For 2018,Generally, non-employee directors receivedreceive cash retainers as follows, all of which wereare pro-rated and paid quarterly. All non-employee directors other than Mr. Watanabe received an annual cash retainerquarterly2:
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Annual cash retainer: | | | | | $ | 70,000 |
Additional annual cash retainer for Lead Independent Director: | | | | | $ | 30,000 |
Additional annual cash retainers for committee service: |
| | Chair |
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Audit Committee | | $ | 19,000 | | $ | 9,000 |
Compensation Committee | | $ | 12,500 | | $ | 7,500 |
Nominating and Corporate Governance Committee | | $ | 11,000 | | $ | 6,000 |
2 In light of $70,000 for their service on the Board. Messrs. Watanabe and Kuriyama received pro-ratedCOVID-19 pandemic, the Board reduced its cash retainers and meeting fees by 30%, consistent with the salary reduction for the Chairman and Chief Executive Officer, from May 1 through November 30, 2020.
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For any telephonic or in-person board meetings in excess of seven meetings, a per meeting fee of $1,500 was paid to each director who attended such meetings. Directors who are employees of Matson or its subsidiaries did not receive compensation for serving as directors. Non-employee directors may defer half or all of their annual cash retainer and meeting fees until retirement or until a later date they may select; Mr. Fukunaga and Ms. Lau deferred all of hertheir respective annual cash retainerretainers and meeting fees in 2018.2020.
Under the terms of the Matson, Inc. 2016 Incentive Compensation Plan (the “2016 Plan”), an automatic grant of approximately $100,000 in restricted stock units was awarded to each director who is elected or reelected as a non-employee director at each Annual Meeting of Shareholders. These awards have 100% cliff vesting on the earlier of the grant date anniversary or the next annual shareholders meeting following the date of the grant. Non-employee directors may defer all or a portion of their vested shares until cessation of board service or the fifth anniversary of the award date, whichever is earlier. Mr. KuriyamaThe deferred shares earn dividend equivalents that are paid when the shares are issued. Admiral Fargo elected to make such a deferral in 2018.2020.
Directors have business travel accident coverage of $200,000 for themselves and $50,000 for their spouses while accompanying directors on Matson business. They also may participate in the Company’s matching gifts program for employees, in which the Company matches contributions to qualified cultural and educational organizations up to a maximum of $3,000 annually.
Director ShareStock Ownership Guidelines
The Board has a ShareStock Ownership Guideline PolicyGuidelines that encouragesencourage each non-employee director to own Matson common stock (including restricted stock units) with a value of five times the amount of the current cash retainer within five years of becoming a director. All non-employee directors have met or are on track to meet the established guidelines.
Matson values the views of its shareholders, which is why we regularly and proactively engage with our largest shareholders throughout the year. During 2020, management met or offered to meet with shareholders who collectively own approximately two-thirds of our stock to discuss our business strategy and operations, corporate governance practices and sustainability strategy, and to solicit feedback on these and a variety of other topics. Shareholder perspectives are shared with the Board.
Shareholders and other interested parties may contact any of the directors, including the lead independent director, or the independent directors as a group, by mailing correspondence “c/o Matson Law Department” to Matson’s corporate offices at 555 12thStreet, Oakland, California 94607. The Law Department will forward such correspondence to the appropriate director(s). However, the Law Department reserves the right not to forward any offensive or otherwise inappropriate materials.
SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS
The following table lists the names and addresses of the only shareholders known by Matson to have owned beneficially more than five percent of Matson’s common stock outstanding as of December 31, 2018,2020, the number of shares they beneficially own, and the percentage of outstanding shares such ownership represents, based upon the most recent reports filed with the SEC. Except as indicated in
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the footnotes, such shareholders have sole voting and dispositive power over shares they beneficially own.
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Name and Address of Beneficial Owner |
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| Percent of |
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BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
| 6,431,213 | (a) | 15.06 | % |
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The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 |
| 4,309,115 | (b) | 10.09 | % |