SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) File by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12 Maui Land & Pineapple Company, Inc. (Name of Registrant as Specified in Its Charter) ________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if Other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No Fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies. _________________________________________________________________ (2) Aggregate number of securities to which transaction applies: _________________________________________________________________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): _________________________________________________________________ (4) Proposed maximum aggregate value of transaction: _________________________________________________________________ (5) Total fee paid: _________________________________________________________________ [ ] Fee paid previously with preliminary materials: _________________________________________________________________ [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: _________________________________________________________________ (2) Form, Schedule or Registration Statement no.: _________________________________________________________________ (3) Filing Party: _________________________________________________________________ (4) Date Filed: _________________________________________________________________ March 24, 2000 To Our Stockholders: At our annual meeting on April 26, 2000, we plan to consider only two matters: The election of two directors for a three-year term and the approval of an auditor. We know of no other matters likely to be brought up at the meeting. Your participation is important to the orderly conduct of the Company's business. We urge you to sign and mail your proxy now. If you later decide to attend the meeting, you can then vote in person, if you wish. For the Board of Directors, /S/ RICHARD H. CAMERON Richard H. Cameron Chairman MAUI LAND & PINEAPPLE COMPANY, INC. 120 Kane Street, P. O. Box 187 Kahului, Maui, Hawaii 96733-6687 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS April 26, 2000 TO THE STOCKHOLDERS OF MAUI LAND & PINEAPPLE COMPANY, INC.: The Annual Meeting of Stockholders of Maui Land & Pineapple Company, Inc. (the "Company") will be held on Wednesday, April 26, 2000 at 8:30 a.m. in the Corporate Office courtyard, 120 Kane Street, Kahului, Hawaii, for the following purposes: 1. To elect two Class One Directors to serve for a three-year term or until their successors are elected and qualified; 2. To elect the Auditor of the Company for fiscal year 2000 and thereafter until its successor is duly elected; and 3. To transact such other business as may be properly brought before the meeting or any postponement or adjournment thereof. The close of business on March 1, 2000 is the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting or any postponements or adjournments thereof. IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. IF YOU ARE UNABLE TO ATTEND IN PERSON, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. Stockholders are cordially invited to attend the meeting in person. Your attention is directed to the Proxy Statement enclosed. BY ORDER OF THE BOARD OF DIRECTORS, /S/ ADELE H. SUMIDA ADELE H. SUMIDA Secretary Dated: March 24, 2000 MAUI LAND & PINEAPPLE COMPANY, INC. 120 Kane Street, P. O. Box 187 Kahului, Maui, Hawaii 96733-6687 March 24, 2000 PROXY STATEMENT This proxy is solicited on behalf of the Board of Directors of Maui Land & Pineapple Company, Inc. (the "Company"). The person giving the proxy may revoke it at any time before it is voted by delivering to the Company's Secretary a written revocation or a signed proxy card bearing a later date, provided that such revocation or proxy card is actually received by the Secretary before it is used. Shares of the Company's common stock represented by properly executed proxies received by the Company at or prior to the Annual Meeting and not subsequently revoked will be voted as directed in such proxies. If a proxy is signed and no directions are given, shares represented thereby will be voted in favor of electing the Board's nominees for director and in favor of the proposal to elect the Company's auditor. The proxy confers discretionary authority on the persons named therein as to all other matters that may come before the meeting. This proxy statement is first being mailed to shareowners on or about March 24, 2000. VOTING SECURITIES AND RIGHT TO VOTE Holders of record of shares of Common Stock of the Company at the close of business on March 1, 2000 will be entitled to vote at the Annual Meeting of Stockholders to be held on April 26, 2000 and at any and all postponements or adjournments thereof. The voting securities entitled to vote at the meeting consist of shares of Common Stock of the Company with each share entitling its owner to one vote. Shareholders do not have cumulative voting. The number of outstanding shares at the close of business on March 1, 2000 was 7,195,800. If a majority of the Company's outstanding shares are represented at the meeting, either in person or by proxy, a quorum will exist for conducting business. Election of directors and the auditor will require an affirmative vote of a majority of shares present. Abstentions, but not broker non-votes, will be treated as present at the meeting for these purposes. In connection with the election of directors, a vote to withhold authority will have the effect of a negative vote. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Security Ownership of Certain Beneficial Owners The following table sets forth information as of February 25, 2000 with respect to all persons known to the Company to be the beneficial owners of more than 5% of the Company's Common Stock, other than those listed under "Security Ownership of Management." Number Percent Name and Address of Shares of Class Stephen M. Case Revocable Trust 2,962,036 (2)(3) 41.2% P. O. Box 9040 McLean, Virginia 22102 The J. Walter Cameron Family Group 2,508,077 (1)(3) 34.9% 3150 Hoomua Drive Kihei, Hawaii 96753 Mary C. Sanford 648,331 (1) 9% 3694 Woodlawn Terrace Place Honolulu, Hawaii 96822 Cameron Family Partnership 399,104 (1) 5.5% c/o Hirose Kato & Martin 1728 Wili Pa Loop, Suite 200 Wailuku, Hawaii 96793 J. Walter Cameron Trust 389,581 (1) 5.4% c/o Pacific Century Trust 11 S. Puunene Avenue Kahului, Hawaii 96732 Maui Land & Pineapple Company, Inc. Employee Stock Ownership Trust 508,639 (4) 7.1% c/o Pacific Century Trust, Trustee P. O. Box 3170 Honolulu, Hawaii 96802 (1) The J. Walter Cameron Family holdings include 648,331 shares owned by Mary C. Sanford; 163,861 shares owned by Claire C. Sanford; 173,240 shares owned by Jared B. H. Sanford; 267,789 shares owned by Richard H. Cameron, his spouse and minor children (includes 5,456 shares allocated to his account in the Maui Land & Pineapple Company, Inc. Employee Stock Ownership Plan ["ESOP"]); 310,055 shares owned by Douglas B. Cameron; 156,116 shares owned by the Allan G. Sanford Trust, of which Mary C. Sanford is the trustee; 399,104 shares owned by the Cameron Family Partnership, whose general partners are Mary C. Sanford, Richard H. Cameron, Claire C. Sanford and Frances E. C. Ort; 389,581 shares owned by the J. Walter Cameron Trust, of which Mary C. Sanford, Richard H. Cameron, Margaret A. C. Alvidrez, Claire C. Sanford and Pacific Century Trust are co-trustees. Voting and investment decisions with respect to shares held by the J. Walter Cameron Trust and shares held by the Cameron Family Partnership generally require approval of a majority of the trustees or general partners. However, all of the partnership's general partners must approve dispositions of the Company's shares. Mrs. Alvidrez has disclaimed sole or shared voting or dispositive power with respect to shares held by the J. Walter Cameron Trust. Mrs. Ort has disclaimed sole or shared voting power and sole dispositive power with respect to the shares held by the Cameron Family Partnership. Except as indicated above, share ownership figures for the J. Walter Cameron Family Group exclude shares owned by the Company's ESOP (see Note (4) below). (2) Stephen M. Case purchased 41.2% of the Company's common stock on August 31, 1999 (the "Closing Date") from the Harry Weinberg Family Foundation, Inc., the Harry and Jeanette Weinberg Foundation, Inc. and 300 Corporation. The purchase agreements provide that if Mr. Case sells or enters into a binding agreement to sell any of the acquired shares within two years of the Closing Date, then a portion of the gain realized will be paid to the sellers. The purchase agreements also provide that Mr. Case will not engage in or initiate any "Rule 13e-3 transaction" (a so- called "going private" transaction) within the two-year period following the Closing Date. (3) Richard H. Cameron, Claire C. Sanford, Jared B. H. Sanford, Douglas B. Cameron, and the Allan G. Sanford Trust (collectively referred to as the "Cameron Family Stockholders") and Stephen M. Case are the parties to a right of first refusal agreement, dated June 25, 1999 (the "RFR Agreement"). Under the RFR Agreement, the Cameron Family Stockholders and Stephen M. Case each grant to the other a right of first refusal regarding the shares of the Company's Common Stock that they each hold from time to time, up to the total number of shares held by the other at any such time. According to the Company's records as of February 25, 2000, this mutual right of first refusal applies to 1,058,406 shares owned by each the Cameron Family Stockholders and Stephen M. Case. Certain transfers for estate planning purposes or to family members or pledges for certain loans are exempt from the terms of the RFR Agreement. The RFR Agreement provides that before selling any shares to a third party the person must offer to sell them to the other party to the RFR Agreement. (4) Gary L. Gifford, President of the Company, Paul J. Meyer, Douglas R. Schenk and Donald A. Young, Executive Vice Presidents of the Company, are members of the Administrative Committee of the Company's ESOP, which was adopted by the Company on December 27, 1978. The Administrative Committee directs and authorizes the trustee as to various actions; however, the ESOP requires the trustee to inquire of each plan participant, on a confidential basis, how to vote the shares allocated to the plan participant's individual account with respect to certain matters. The trustee is required to vote shares allocated to participants' accounts for which no instructions are received and to vote any shares not then allocated to participants' accounts in the same proportions as the aggregate shares allocated to participants' accounts are voted pursuant to participants' instructions. Security Ownership of Management The following table sets forth information as of February 25, 2000 with respect to the Company's voting Common Stock beneficially owned by directors, nominees and named executive officers, and by all directors, nominees and executive officers of the Company as a group (see "Election of Directors" below). Number of Shares Beneficially Percent Owned of Class Mary C. Sanford 1,593,132 (1) 22.1% Richard H. Cameron 1,056,474 (2) 14.7% Claire C. Sanford 952,546 (3) 13.2% Donald A. Young 11,575 (4) * Paul J. Meyer 8,326 (4) * Douglas R. Schenk 5,991 (4) * Gary L. Gifford 5,069 (4) * Randolph G. Moore 4,000 * Warren A. Suzuki 1,742 (4) * Daniel H. Case -- -- David A. Heenan -- -- Fred E. Trotter III -- -- All directors, nominees and executive officers as a group (13) 2,062,522 28.7% * less than 1% (1) Mary C. Sanford, mother of Claire C. Sanford and aunt of Richard H. Cameron, owns of record 648,331 shares and beneficially 944,801 shares. She is a Director Emeritus of the Company. (2) Richard H. Cameron owns of record 255,133 shares and beneficially 801,341 shares. Included are 5,456 shares allocated to him as a participant in the Company's ESOP (see Note (4) regarding the Company's ESOP in the preceding table). He is a Class Three Director (see "Election of Directors" below). (3) Claire C. Sanford owns of record 163,861 shares and beneficially 788,685 shares. She is a Class Two Director (see "Election of Directors" below). (4) Amounts include shares allocated to these executive officers as participants in the Company's ESOP: Gifford-5,049; Meyer-8,326; Schenk-5,491; Young-10,075; Suzuki-1,742. (See Note (4) regarding the Company's ESOP in the preceding table.) Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act requires the Company's officers and directors and beneficial owners of more than 10% of the Company's Common Stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish the Company with copies of such reports. To the Company's knowledge, except as noted below, based solely upon a review of such reports and amendments thereto received by the Company during or with respect to its most recent fiscal year and upon written representations regarding all reportable transactions, the Company did not identify any such required report that was not timely filed. Douglas B. Cameron filed one report late reflecting a purchase of 2,990 shares. ELECTION OF DIRECTORS The Bylaws provide for three classes of directors consisting of two members in each class with each class holding office for three years. The first class consists of the two directors whose term of office expires in 2000 ("Class One Directors"). The second class consists of the two directors whose term of office expires in 2001 ("Class Two Directors"). The third class consists of the two directors whose term of office expires in 2002 ("Class Three Directors"). The Board recommends the election of the nominees listed below as Class One Directors to hold office for three years, until 2003, or until their successors are elected and qualified. If at the time of the 2000 Annual Meeting of stockholders any of such nominees should be unable or decline to serve, the discretionary authority provided in the proxy will be exercised to vote for a substitute or substitutes. The Board has no reason to believe that any substitute nominee or nominees will be required. The Board's proxy holders will, if so authorized, vote their proxies for the nominees for Class One Directors. Hawaii law requires that at least one of the directors of the Company be a resident of the State of Hawaii. All of the Class One and Class Three Directors and one of the Class Two Directors are Hawaii residents. Under the Company's Bylaws, no person is eligible to be elected as a director who has attained his or her 70th birthday at the time of election, but the directors may create exceptions to this requirement by resolution. In September 1999, the Board of Directors waived the age restriction with regard to the appointment of Daniel H. Case as Class Three Director for the term expiring in 2002. The Company's Bylaws permit the Board of Directors to appoint Directors Emeritus. In March 1999, Mary C. Sanford, who has served as a director since 1972 and as Chairman since 1992, chose not to stand for reelection and was appointed a Director Emeritus in recognition of her many years of dedicated service. Directors Emeritus are eligible to attend all meetings of the Board of Directors, but are not eligible to vote and are not counted as part of the quorum at any such meeting. The following section indicates the principal occupation or employment of each director and nominee, his or her positions with the Company and other information, and the year first elected as a director. Class One Directors-Nominees to be elected in 2000: Randolph G. Moore Chief Executive Officer of Kaneohe Ranch, (age 61) a manager of family trusts in Kailua, Hawaii. He is Executive Vice President of the H.K.L. Castle Foundation, a charitable family foundation in Kailua, Hawaii. Mr. Moore has extensive experience in property management and development in Hawaii. Mr. Moore was President of Molokai Ranch Ltd., a real estate management and development company in Maunaloa, Hawaii from 1986 to 1989. Mr. Moore is a Director of Grove Farm Company, Inc., Hawaii Stevedores, Inc., Koga Engineering & Construction, Inc. and the Land Use Research Foundation. He is Chairman of the Board of Trustees of The Oceanic Institute. Mr. Moore serves on the boards of a number of community organizations. He has been a director of the Company since 1994. Fred E. Trotter III President of F. E. Trotter Inc., a (age 69) business consulting firm in Honolulu, Hawaii. He was a Trustee of The Estate of James Campbell, a private trust, in Honolulu, Hawaii, from 1970 to 1991. Mr. Trotter is a Director of Pacific Century Financial Corporation, Bank of Hawaii, Bancorp Leasing, Inc. and Longs Drug Stores. Mr. Trotter serves on the boards of the University of Hawaii Foundation, the Kahuku Community Hospital, and a number of other community organizations. Mr. Trotter has extensive experience in agribusiness and property management in Hawaii. He has been a director of the Company since 1992. Class Two Directors-Term expires in 2001: David A. Heenan Trustee of The Estate of James Campbell, a (age 60) private trust in Honolulu, Hawaii. He was President and Chief Executive Officer of Theo. H. Davies & Co., Ltd., the North American holding company for the Hong Kong-based Jardine Matheson from 1982 to 1995. Mr. Heenan is a Director of Aloha Airlines, Pacific Century Financial Corporation and several other organizations. Mr. Heenan has been a director of the Company since September of 1999. He was appointed to the Board at the request of Stephen M. Case who purchased 41.2% of the Company's outstanding common stock on August 31, 1999. Claire C. Sanford Co-owner of Top Dog Studio, a jewelry and (age 41) metal sculpture business in Gloucester, Massachusetts. She is a part-time instructor at the Massachusetts College of Art. She is a Director of various community organizations. Ms. Sanford has served on one or more of the Company's subsidiary boards since 1987 and has been a director of the Company since March of 1999. Class Three Directors-Term expires in 2002: Richard H. Cameron Private investor in Kihei, Hawaii and (age 45) Chairman of the Board of Maui Land & Pineapple Company, Inc. He was the Publisher of Maui Publishing Company, Ltd., a newspaper publishing company in Wailuku, Hawaii, from October 1995 to January 2000. He was Vice President/Property Management of Maui Land & Pineapple Company, Inc. from 1990 to 1995. Mr. Cameron is a Director of Haleakala Ranch Company, Triple C Investment Corp. and various community organizations. He has been a director of the Company since 1984. Daniel H. Case Chairman of Case Bigelow & Lombardi, a law (age 75) corporation in Honolulu, Hawaii. He is a trustee of Punahou School and various other community organizations. Mr. Case has been a director of the Company since September of 1999. He was appointed to the Board at the request of Stephen M. Case, his son, who purchased 41.2% of the Company's outstanding common stock on August 31, 1999. Certain Transactions See "Compensation Committee Interlocks and Insider Participation." Directors' Meetings and Committees The Board of Directors held eleven meetings in 1999. It has two standing committees, the Audit Committee and the Compensation Committee. The Audit Committee held one meeting and the Compensation Committee held three meetings in 1999. The Board has no Nominating Committee. The Audit Committee serves as an independent check on the reliability of the Company's financial controls and its financial reporting and reviews the work of the independent auditors. The members of the Audit Committee are Randolph G. Moore (chairman), David A. Heenan and Fred E. Trotter III. The Compensation Committee reviews and approves the compensation plans, salary recommendations and other matters relating to compensation of senior management and directors. The members of the Compensation Committee are Fred E. Trotter III (chairman), Richard H. Cameron, Daniel H. Case, David A. Heenan, Randolph G. Moore, Claire C. Sanford and Mary C. Sanford. In 1999, Directors received attendance fees of $500 for each Board meeting attended. Directors also received an annual fee of $10,000. The Chairman of the Board received an annual fee of $20,000. Directors received one $500 attendance fee for attending any committee, subcommittee or Board meeting held on the same day. Directors Emeritus formerly received the same fees as other directors. Under Bylaw amendments adopted in March 1999, Directors Emeritus are entitled to expense reimbursements and attendance fees, but will no longer receive annual retainers. All directors, except for Mr. Case, attended at least 75% of the aggregate meetings of the Board and committees on which they serve. EXECUTIVE COMPENSATION Summary of Cash and Other Compensation The following table summarizes the cash and non-cash compensation paid by the Company for services rendered during each of the last three years by the Company's Chief Executive Officer and four other most highly compensated executive officers. SUMMARY COMPENSATION TABLE Annual Compensation All Name and Other Principal Position Year Salary Bonus Compensation (1) (2) Gary L. Gifford 1999 $369,500 $22,016 $ 3,622 President & Chief 1998 357,000 13,453 31,116 Executive Officer 1997 355,000 -- 38,497 Paul J. Meyer 1999 236,283 14,042 3,198 Executive Vice 1998 227,700 8,580 26,068 President/Finance 1997 226,417 -- 32,158 Douglas R. Schenk 1999 217,317 14,914 2,536 Executive Vice 1998 209,400 7,891 19,130 President/Pineapple 1997 208,206 -- 11,255 Donald A. Young 1999 205,417 13,376 3,102 Executive Vice 1998 198,000 7,461 26,299 President/Resort 1997 196,417 -- 36,675 Warren A. Suzuki 1999 124,300 7,450 1,772 Vice President/Land 1998 120,800 4,552 8,365 Management & Development 1997 119,833 -- 11,739 (1) Represents annual incentive award earned for the year. (2) Represents (a) value of life insurance benefits in accordance with Internal Revenue Service Table PS-58 and (b) the value of shares allocated to the executive's account as an ESOP participant or the equivalent cash contribution into the non- qualified Executive Deferred Compensation Trust for the named executive. Executive Deferred Compensation Plan The Company has an Executive Deferred Compensation Plan ("EDCP") that covers certain management personnel, including the executive officers. The EDCP is an unfunded, nonqualified, deferred compensation plan under which eligible employees, including the Company's executive officers, may elect on a voluntary basis to defer a portion of their annual cash compensation until retirement or termination from the Company. Eligible employees must make an annual irrevocable election to defer compensation that will be paid, earned or awarded in the following year. Pension Plan The following table shows the estimated annual retirement benefit to employees in specified compensation and years of service classifications under the Maui Land & Pineapple Company, Inc. Pension Plan for Non-Bargaining Unit Employees and the Company's Supplemental Executive Retirement Plan ("SERP"): ESTIMATED ANNUAL BENEFIT FROM QUALIFIED DEFINED BENEFIT PLAN AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Final 5-Year Years of Service at Age 65 Average Annual Salary 15 20 25 30 35 $100,000 $19,723 $26,297 $32,872 $39,446 $43,829 125,000 25,348 33,797 42,247 50,696 56,329 150,000 30,973 41,297 51,622 61,946 68,829 175,000 36,598 48,797 60,997 73,196 81,329 200,000 42,223 56,297 70,372 84,446 93,829 225,000 47,848 63,797 79,747 95,696 106,329 250,000 53,473 71,297 89,122 106,946 118,829 275,000 59,098 78,797 98,497 118,196 131,329 300,000 64,723 86,297 107,872 129,446 143,829 325,000 70,348 93,797 117,247 140,696 156,329 350,000 75,973 101,297 126,622 151,946 168,829 375,000 81,598 108,797 135,997 163,196 181,329 400,000 87,223 116,297 145,372 174,446 193,829 425,000 92,848 123,797 154,747 185,696 206,329 450,000 98,473 131,297 164,122 196,946 218,829 475,000 104,098 138,797 173,497 208,196 231,329 Compensation covered by the qualified pension plan and the SERP is base salary. Retirement benefits are computed based on each participant's years of service, year of birth, earnings and retirement date and are not subject to any deduction for social security or other offset amounts. Normal retirement age for participants is 65, with provisions for retirement as early as 55 and after age 65. Benefits are payable as a qualified joint and survivor annuity with options for benefits in other annuity forms. Vesting is 100% after five years of service. When the benefits of an employee under the pension plan are reduced because of (1) the maximum annual benefit limitation ($130,000 in 1999) or (2) the maximum compensation limitation ($160,000 in 1999), the SERP provides a benefit to make up the difference. At December 31, 1999, the named executive officers were credited with approximately the following years of service for pension computation purposes: Gifford -11.3; Meyer -14.8; Schenk -22.3; Young -20.5; Suzuki -10.1. Executive Severance Plan An Executive Severance Plan covers the Company's six executive officers. Payments under the Executive Severance Plan will be made to an executive officer who is terminated from employment as a result of (1) a restructuring or downsized operation; (2) discontinuance of certain business activities; or (3) elimination of a position with no comparable position within the Company being offered to the executive. The amount of the severance payment is twelve months of base salary for vice presidents and one month's base salary for each year of service, with a minimum of twelve months and a maximum of eighteen months for the chief executive officer and executive vice presidents. This payment will be made on the regular payroll schedule for the number of months that the executive is eligible to receive payment. If an incentive plan is in effect, the executive also will receive a pro-rated annual incentive plan payment earned during the year in which separation from employment occurred in accordance with the terms of such plan. During the period that the executive is eligible to receive severance payments, the Company will provide health care benefits with the same coverage and same employer contributions as the executive was receiving before termination of employment. Change-In-Control Agreements Change-in-Control Agreements (the "Agreements") cover the Company's six executive officers. Any payments under the Agreements would be in lieu of any payments under the Executive Severance Plan. The Agreements with each executive officer provide that a "change-in-control" means one or more of the following occurrences with respect to the Company or a Subsidiary (1) any person or group who is not on the date of the Agreements a beneficial owner of 25% or more of the voting shares of the Company or a Subsidiary becomes the beneficial owner of 25% or more of the total number of voting shares of that entity; (2) any person or group who is not on the date of the Agreements the beneficial owner of 50% or more of the shares of the Company or a Subsidiary becomes the beneficial owner of 50% or more of the total number of voting shares of that entity; (3) the persons who were directors of the Company or a Subsidiary before a cash tender or exchange offer, merger or other business combination, sale of assets or contested election cease to constitute a majority of the Board of Directors of that entity or a successor thereto; (4) a merger or consolidation of the entity occurs in which the survivor is neither the Company nor a direct or indirect wholly owned subsidiary of the Company; (5) a sale, transfer or other disposition of all or substantially all (as defined) of the assets of the Company or Subsidiary; and, in addition, in the case of a Subsidiary, a disposition of 50% or more of such Subsidiary's outstanding voting securities; or (6) a spin-off, split-off, split-up or similar divisive reorganization affecting the Company and/or its Subsidiaries. "Subsidiary" means Maui Pineapple Company, Ltd. and Kapalua Land Company, Ltd., except that if the executive is the Vice President/Retail Property, the term "Subsidiary" is limited to Kaahumanu Center Associates. The Agreements with each executive officer entitle the executive to severance payments if a change-in-control occurs and within 36 months (in the case of Messrs. Gifford, Meyer, Schenk and Young) or 24 months (in the case of Messrs. Suzuki and Crockford) thereafter (1) the executive's employment terminates involuntarily without just cause (as defined) or (2) the executive voluntarily terminates employment for good reason (as defined). Severance payments include (1) a lump sum cash payment of 2.99 times (for Messrs. Gifford, Meyer, Schenk and Young) or 2 times (for Messrs. Suzuki and Crockford) the executive's annual base salary in effect on the effective date of termination (or if greater, in effect ninety days prior to the change-in-control); (2) a payout under the Company's annual incentive plan (if any), in accordance with the terms of such plan; (3) a continuation of all welfare benefits at normal employee cost for three full years (for Messrs. Gifford, Meyer, Schenk and Young) or two full years (for Messrs. Suzuki and Crockford) from the effective date of termination; (4) special retirement benefits equal to the retirement benefit that the executive would have received under the Maui Land & Pineapple Company, Inc. Pension Plan for Non- Bargaining Unit Employees, the Supplemental Executive Retirement Plan, and Executive Supplemental Insurance Plan/Executive Deferred Compensation Plan, or any successor plans or arrangements to such plans, had the executive's employment continued for 36 months (in the case of Messrs. Gifford, Meyer, Schenk and Young) or 24 months (in the case of Messrs. Suzuki and Crockford) following the executive's effective date of termination; and (5) standard outplacement services as selected by the executive for a period of up to 36 months (in the case of Messrs. Gifford, Meyer, Schenk and Young) or 24 months (in the case of Messrs. Suzuki and Crockford) from the effective date of termination. The Agreements provide that if any portion of the severance payment or payment under any other agreement or plan of the Company would constitute an "excess parachute payment," then the payment to the executive will be reduced if such reduction results in an increase in the executive's net benefit. If it is ultimately determined pursuant to a final determination by the Internal Revenue Service that any portion of the severance payment is a "parachute payment" subject to excise tax, which was not contemplated to be a "parachute payment" at the time of payment, the executive will be entitled to a lump sum cash payment sufficient to place the executive in the same net after tax position that would have existed if such payment had not been subject to the excise tax. The transaction described in Note (2) on page 5 constitutes a change-in-control under the Agreements, thus making the Company's executive officers potentially eligible for payouts thereunder if their employment terminates. Report of Compensation Committee on Executive Compensation The Compensation Committee of the Board of Directors (the "Committee") is composed entirely of directors who are not members of the Company's management. The Board of Directors has charged the Committee with the responsibility of administering the Company's executive compensation program. The Committee is assisted from time to time by independent management consultants who advise the Committee on compensation matters. The Committee's philosophy with regard to executive compensation is to attract, retain and reward the level of expertise needed to achieve the Company's business objectives. The Committee believes that compensation should emphasize performance-based variable pay plans rather than base salary. While base salary is an important part of the compensation program, the Committee would like the Company to manage base salaries with the objective of maintaining relatively low fixed cost levels as the Company shifts reward opportunity into variable pay plans. Base salaries are determined based on midpoint salary information provided by an independent management consultant with reevaluations as conditions warrant. The Company's salary system seeks to establish salaries that are within 80% to 120% of the midpoint guidelines, based on experience, knowledge of the position and performance level. Midpoint information is derived from a group of U.S. industrial organizations that are similar in size, scope and complexity to the Company. This group is different from the S&P Food group referred to in the Shareholder Return Performance Graph on page 13. The Compensation Committee annually reviews with the CEO the individual performance of each of the other executive officers and receives his recommendations as to appropriate compensation awards. The CEO recommends base salary adjustments to the Committee based on his qualitative judgement as to overall job performance, salary midpoints, the relationship of the executive's compensation to the midpoint and the Company's overall budget for salaries. In March 1999, the Committee approved increases to the base salaries for these executive officers ranging from 3.1% to 4.5%. On a mid-year and annual basis, a subcommittee of the Compensation Committee reviews the performance of the CEO in relation to the financial and non-financial objectives set early in the year. The Committee approves a base salary adjustment for the CEO based on its qualitative judgment as to his job performance, including the achievement of performance goals and with consideration given to the midpoint salary information. In March 1999, the Committee approved a 4.2% salary increase for Mr. Gifford. In March 1999, annual incentive plan performance goals were set on a subsidiary and divisional level for all non-bargaining unit employees, including the executive officers. The range of annual incentive plan awards was established around threshold, target and outstanding performance levels corresponding to base salary payouts of 2% to 20%. Based on the 1999 financial performance, annual incentive awards for the executive officers ranged from 6.2% to 7.1% of January 1, 1999 base salary. In October 1999, the Committee adopted a long-term incentive plan covering 15 participants, including the executive officers of the Company. The first cycle of the plan covers 1999 through 2001. A new cycle will begin each year and payouts will occur only at the end of a cycle. Compensation Committee: Fred E. Trotter (Chairman) Randolph G. Moore Richard H. Cameron Mary C. Sanford Daniel H. Case (since 10/99) Claire C. Sanford (since 4/99) David A. Heenan (since 10/99) Shareholder Return Performance Graph Set forth below is a graph comparing the cumulative total shareholder return on Maui Land & Pineapple Company, Inc. common stock against the cumulative total return of the S&P 500 Index and the S&P 500 Food Group. [GRAPH HERE] see Appendix for graphic points *$100 invested on December 31, 1994 in common stock of Maui Land & Pineapple Company, Inc., S&P 500 Index and S&P Food Group. Compensation Committee Interlocks and Insider Participation Committee member Richard H. Cameron was an executive officer of the Company until his resignation, which was effective on October 15, 1995. Committee member Mary C. Sanford is the aunt of Richard H. Cameron and committee member Claire C. Sanford is the cousin of Richard H. Cameron. No other member of the Compensation Committee, which includes all members of the Board, was formerly an officer or employee of the Company or any of its subsidiaries. The Company currently leases approximately 1,600 acres of grazing land to Haleakala Ranch Company at an annual rent of $16,000. The lease expires on June 30, 2018. Richard H. Cameron is Vice President of Haleakala Ranch Company; he and Mary C. Sanford are directors of Haleakala Ranch Company. ELECTION OF AUDITOR The firm of Deloitte & Touche LLP, independent certified public accountants, has been the auditor of the Company for many years. The Board of Directors recommends the election of Deloitte & Touche LLP as the auditor of the Company for fiscal year 2000 and thereafter until its successor is duly elected. A representative of Deloitte & Touche LLP will be present at the annual meeting of shareholders, will be given an opportunity to make a statement and will be available to respond to questions raised verbally at the meeting or submitted in writing by shareholders. OTHER MATTERS The Board knows of no other matters that may be brought before the meeting. However, if any other matters are properly brought before the meeting, the persons named in the enclosed proxy or their substitutes will vote in accordance with their best judgment on such matters, and discretionary authority to do so is included in the proxy. SOLICITATION OF PROXIES The entire cost of soliciting proxies will be borne by the Company. The Company may make arrangements with brokerage houses, banks and other custodians, nominees and fiduciaries to forward proxies and proxy material to the beneficial owners of the common stock of the Company and to request authority for the execution of proxies. In such cases, the Company may reimburse such brokerage houses, banks, custodians, nominees and fiduciaries for their expenses in connection therewith. Proxies may be solicited in person or by telephone, mail, facsimile or other electronic means by certain directors and officers of the Company without additional compensation for such services, or by its Transfer Agent, and the cost will be borne by the Company. STOCKHOLDER PROPOSALS AND NOMINATIONS Proposals of stockholders intended to be presented pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act") must be received at the executive offices of the Company on or before December 1, 2000 in order to be considered for inclusion in the proxy statement and proxy card for the 2001 Annual Meeting. The Company's Bylaws contain additional requirements that must be satisfied for any proposal of stockholders made outside of Rule 14a-8 or any nomination by a stockholder of directors to be considered at an annual or special meeting. Such proposals or nominations may not be brought before an annual meeting by a stockholder unless the stockholder has given timely written notice in proper form of such proposal or nomination to the Chairman of the Board, the President or the Secretary of the Company. Such proposals or nominations may be made only by persons who are stockholders of record on the date on which such notice is given and on the record date for determination of stockholders entitled to vote at that meeting. Stockholder notices of any proposals or nominations intended to be considered at the 2001 Annual Meeting will be timely only if received at the Company's executive offices no earlier than December 26, 2000 and no later than January 26, 2001. However, if the 2001 Annual Meeting is called for a date that is not within thirty days before or after April 26, 2001, any such notice will be timely only if it is received no later than the close of business on the tenth day following the date of the Company's first mailing of the notice of the 2001 Annual Meeting or the date of the Company's public disclosure of the date of the 2001 Annual Meeting, whichever is earlier. To be in proper written form, a stockholder's notice concerning a proposal to be presented at an annual meeting must set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the number of shares of stock of the Company owned by such stockholder (x) beneficially and (y) of record, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. To be in proper written form, a notice concerning a nomination for election to the Board of Directors must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the number of shares of stock of the Company owned by the person (x) beneficially and (y) of record, and (d) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice (a) the name and record address of such stockholder, (b) the number of shares of stock of the Company owned by such stockholder (x) beneficially and (y) of record, (c) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (d) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (e) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. In addition, no person will be eligible for election to the class of directors to be elected in the year 2000 and each third year thereafter unless such person is an "independent director" within the meaning of Section 121 of the Listing Standards, Policies and Requirements of the American Stock Exchange LLC (or any successor provision). Any notice concerning proposals or nominations sought to be considered an Annual Meeting should be addressed to the Company's Chairman, President or Secretary at 120 Kane Street, P.O. Box 187, Kahului, Hawaii 96733-6687. The full text of the bylaw provisions referred to above (which also set forth requirements and limitations as to stockholder proposals or nominations to be considered at any special meeting) may be obtained by contacting the Company's Secretary at the foregoing address, by telephone at 808-877-3351 or facsimile 808-877-1614. PROXY INSTRUCTIONS A form of proxy for the Annual Meeting is enclosed. You are requested to sign and return your proxy promptly to make certain your shares will be voted at the meeting. As previously stated, you may revoke your proxy at any time before it is voted by delivering a written revocation or a signed proxy card bearing a later date to the Company's Secretary, provided that such revocation or proxy card is actually received by the Secretary before it is used. Attendance at the Annual Meeting will not in itself constitute revocation of a proxy. If you attend the meeting, you may vote your shares in person if you so decide. For your convenience, a self-addressed envelope is enclosed; it requires no postage if mailed in the United States. BY ORDER OF THE BOARD OF DIRECTORS /S/ ADELE H. SUMIDA ADELE H. SUMIDA Secretary Kahului, Maui, Hawaii March 24, 2000 APPENDIX The graphic image on page == of this document has the following graph points: S&P ML&P S&P FOOD 1994 100 100 100 1995 94 138 127 1996 94 169 149 1997 91 225 205 1998 73 290 221 1999 140 351 166 PROXY MAUI LAND & PINEAPPLE COMPANY, INC. 120 KANE STREET, P. O. BOX 187 KAHULUI, MAUI, HAWAII 96733-6687 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING TO BE HELD APRIL 26, 2000 The undersigned hereby makes, constitutes and appoints GARY L. GIFFORD, PAUL J. MEYER and ADELE H. SUMIDA and each of them as attorneys and proxies of the undersigned, with full power of substitution, for and in the name of the undersigned to represent the undersigned at the Annual Meeting of Stockholders of Maui Land & Pineapple Company, Inc. (the "Company") to be held at 8:30 a.m. on Wednesday, April 26, 2000, in the Corporate Office courtyard, 120 Kane Street, Kahului, Hawaii, and any postponements or adjournments thereof, and to vote all shares of the stock of the Company standing in the name of the undersigned with all the powers the undersigned would possess if personally present at such meeting. This Proxy may be revoked by the undersigned at any time. The undersigned directs that this Proxy be voted as follows: 1. To elect the nominees listed below as Class One Directors to serve for a three-year term or until their successors have been elected and qualified: RANDOLPH G. MOORE AND FRED E. TROTTER III ______ FOR ______WITHHOLD AUTHORITY FOR ALL INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below: ______________________________________________________________ 2. To elect the firm of Deloitte & Touche LLP as the Auditor of the Company for the fiscal year 2000 and thereafter until its successor is duly elected. ____ FOR ____ AGAINST ____ ABSTAIN THIS PROXY WILL BE VOTED AS DIRECTED. IF THE PROXY IS PROPERLY SIGNED AND RETURNED AND NO DIRECTIONS ARE GIVEN, THE VOTE WILL BE IN FAVOR OF ALL PROPOSALS ABOVE. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS THAT MAY COME BEFORE THE MEETING. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and accompanying Proxy Statement. Date:________________, 2000 Please sign EXACTLY as name(s) appears at left: _______________________________________ _______________________________________ _______________________________________ If the proxy is signed by an attorney-in-fact, executor, administrator, trustee or guardian, give full title. PLEASE DATE, SIGN AND RETURN PROMPTLY.