UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 2012
ALEXANDER & BALDWIN, INC.
(Exact name of registrant as specified in its charter)
| Hawaii | 000-00565 | 99-0032630 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
822 Bishop Street, P. O. Box 3440
Honolulu, Hawaii 96801
(Address of principal executive office and zip code)
(808) 525-6611
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 11, 2012, the Company held its Annual Meeting of Shareholders at which: (i) the holding company merger proposal was approved by a majority of the 42,194,414 shares outstanding, (ii) in connection with the holding company merger proposal, the “Maritime Restrictions” in the holding company’s amended and restated articles of incorporation were ratified, (iii) the adjournment proposal was approved, (iv) ten directors to the Company’s Board of Directors were elected, (v) executive compensation was approved in an advisory vote, and (vi) the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm was ratified. The number of votes for, against or withheld, as well as the number of abstentions and broker non-votes, as to each matter voted upon at the Annual Meeting of Shareholders, were as follows:
| (i) Holding Company Merger Proposal | For | Against | Abstain | Broker Non-Votes |
| | 35,327,548 | 213,538 | 27,963 | 3,185,169 |
| (ii) Maritime Restrictions Ratification | For | Against | Abstain | Broker Non-Votes |
| | 35,345,535 | 179,200 | 44,312 | 3,185,171 |
| (iii) Adjournment Proposal | For | Against | Abstain | Broker Non-Votes |
| | 36,172,646 | 2,426,093 | 155,479 | -- |
| (iv) Election of Directors | For | Withheld | Broker Non-Votes |
| W. Blake Baird | 35,471,694 | 97,355 | 3,185,169 |
| Michael J. Chun | 35,305,299 | 263,750 | 3,185,169 |
| W. Allen Doane | 35,405,522 | 163,527 | 3,185,169 |
| Walter A. Dods, Jr. | 35,242,468 | 326,581 | 3,185,169 |
| Thomas B. Fargo | 35,446,602 | 122,447 | 3,185,169 |
| Charles G. King | 35,301,243 | 267,806 | 3,185,169 |
| Stanley M. Kuriyama | 35,425,165 | 143,884 | 3,185,169 |
| Constance H. Lau | 33,695,814 | 1,873,235 | 3,185,169 |
| Douglas M. Pasquale | 34,913,423 | 655,626 | 3,185,169 |
| Jeffrey N. Watanabe | 35,389,315 | 179,734 | 3,185,169 |
| (v) Advisory Vote on Executive Compensation | For | Against | Abstain | Broker Non-Votes |
| | 34,707,700 | 757,053 | 104,295 | 3,185,170 |
| (vi) Ratification of Appointment of Independent Registered Public Accounting Firm | For | Against | Abstain | Broker Non-Votes |
| | 38,190,274 | 497,585 | 66,359 | -- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 14, 2012
ALEXANDER & BALDWIN, INC.
/s/ Joel M. Wine_________________
Joel M. Wine
Senior Vice President,
Chief Financial Officer and Treasurer
