Form 8-K - Current report

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): June 30, 2023

ALEXANDER & BALDWIN, INC.

(Exact name of registrant as specified in its charter)

Hawaii

001-35492

45-4849780

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

P. O. Box 3440,

Honolulu,

Hawaii

96801

(Address of principal executive offices)

(Zip Code)

(808) 525-6611

(Registrant’s telephone number, including area code)

N/A

(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.):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	ALEX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 if this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 if this chapter).


Emerging growth company			☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 27, 2023, Alexander & Baldwin, Inc. (the “Company”) received notification from Michele K. Saito, a member of the Company’s Board of Directors, that she was resigning from the Board of Directors, effective as of that date. Ms. Saito’s resignation is not due to any disagreement with the Company, its Board of Directors, or its management on any matter relating to the Company’s operations, policies, or practices.

On June 28, 2023, the Board of Directors of the Company elected Shelee Kimura as a member of the Board of Directors, effective as July 1, 2023.

Ms. Kimura has served as the President and Chief Executive Officer of Hawaiian Electric Company, Inc., a subsidiary of Hawaiian Electric Industries, Inc. (NYSE: HE) since January 2022. Previously, she served as Senior Vice President of Customer Service and Public Affairs and earlier as Senior Vice President of Business Development and Strategic Planning at Hawaiian Electric Company, Inc. Ms. Kimura has been named to the Compensation Committee of the Company’s Board of Directors. Ms. Kimura will receive an equity award of 4,410 restricted stock units, which represents a prorated amount of the restricted stock unit award made to non-employee Board members at the 2023 annual meeting of shareholders, which covers the period from the appointment of Ms. Kimura to the date of the 2024 annual meeting of shareholders. The award will vest, and the underlying shares will be issued, upon her completion of one year of continued Board service measured from the appointment date of Ms. Kimura. Ms. Kimura will receive other compensation as a non-employee Board member as described in our proxy statement for the Company’s 2023 annual meeting.

On June 27, 2023, the Company received notification from Christopher J. Benjamin, a member of the Company’s Board of Directors, that he was resigning from the Board of Directors, effective as of June 30, 2023. Mr. Benjamin’s resignation is consistent with the previously-announced planned transition of the CEO position on July 1, 2023 and is not due to any disagreement with the Company, its Board of Directors, or its management on any matter relating to the Company’s operations, policies, or practices.

On June 28, 2023, the Board of Directors of the Company elected Lance K. Parker as a member of the Board of Directors, effective as July 1, 2023. Mr. Parker is currently the President and Chief Operating Officer of the Company and, as previously announced, will serve as President and Chief Executive Officer of the Company, effective as of July 1, 2023.

A copy of the press release announcing these changes in the Company’s Board of Directors is furnished hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


99.1			Press Release issued by Alexander & Baldwin, Inc. on June 30 , 2023.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 30, 2023

ALEXANDER & BALDWIN, INC.

/s/ Clayton K.Y. Chun

Clayton K.Y. Chun

Executive Vice President,
Chief Financial Officer and Treasurer

FOR IMMEDIATE RELEASE

Alexander & Baldwin Appoints Shelee Kimura to its Board of Directors

A&B’s planned leadership transition continues with the appointment of Lance Parker as a director

HONOLULU (June 30, 2023)/PRNewswire/ -- Alexander & Baldwin, Inc. (NYSE: ALEX) ("A&B" or "Company"), a Hawai‘i-based company focused on owning, operating, and developing high-quality commercial real estate in Hawai‘i, announced that Shelee Kimura has been appointed to serve on its Board of Directors, effective July 1, 2023. Kimura joins the Board after the departure of Michele Saito, who has been a director since 2012.

"I am so pleased to welcome Shelee Kimura to our Board of Directors,” said A&B Chairman of the Board Eric Yeaman. “Her exceptional leadership track record, public company experience and commitment to Hawai‘i will be invaluable to our company as we continue to grow our real estate portfolio and create value for our shareholders.”

Kimura is president and chief executive officer (“CEO”) of Hawaiian Electric Company, Inc., which serves the energy needs of 95% of Hawai‘i’s population on the islands of O‘ahu, Hawai‘i, Maui, Lāna‘i and Moloka‘i. She was appointed to her current role in January 2022 and previously served as Hawaiian Electric’s senior vice president of customer service and public affairs and earlier as senior vice president of business development and strategic planning. Before joining Hawaiian Electric, she led investor relations and strategic planning, as well as served as director of corporate finance and investments for Hawaiian Electric Industries (“HEI”) (NYSE: HE), the parent company of Hawaiian Electric and the largest publicly traded company in Hawai‘i. Before HEI, she was a consulting manager at Arthur Andersen LLP and its successor firm, KMH LLP.

Kimura has been recognized for her leadership and service to the business and non-profit communities, including awards from the University of Hawai‘i Shidler College of Business, the American Lung Association, the Girl Scouts of Hawai‘i, the U.S. Department of Energy and the O‘ahu YWCA. She is an Omidyar Fellow, a member of the Women Corporate Directors Foundation and an ambassador for the U.S. Clean Energy Education and Empowerment Initiative. She serves on the Shidler College of Business Advisory Council of the University of Hawai‘i at Mānoa and on the boards of Mid-Pacific Institute and the nonprofits Parents and Children Together and Nā Kama Kai.

Kimura earned a bachelor's degree in business administration from the University of Hawai‘i at Mānoa and is an executive education graduate of the Advanced Management Program of the Wharton School of the University of Pennsylvania.

Michele Saito has served as a member of the A&B Board of Directors for over a decade and has chaired the Compensation Committee since 2018. She is leaving the Board to focus more of her time with family and on giving back to the community. She recently was appointed interim CEO of the Girl Scouts of Hawai‘i.

“On behalf of the Board of Directors, I would like to express our gratitude to Michele for her service and contributions to A&B,” said Yeaman. “We wish her well in her future endeavors.”

Consistent with the planned transition of the CEO position on July 1, 2023, incoming CEO Lance Parker also has been appointed a director, taking the place of current CEO Christopher Benjamin on the Board.

"We are also pleased to welcome Lance to the Board at the same time he transitions to CEO and want to thank Chris for his many years of service to A&B and wish him and his wife Melissa the very best in retirement,” continued Yeaman.

# # #

ABOUT ALEXANDER & BALDWIN

Alexander & Baldwin, Inc. (NYSE: ALEX) (A&B) is the only publicly-traded real estate investment trust to focus exclusively on Hawai'i commercial real estate and is the state's largest owner of grocery-anchored, neighborhood shopping centers. A&B owns, operates, and manages approximately 3.9 million square feet of commercial space in Hawai'i, including 22 retail centers, 13 industrial assets and four office properties, as well as 142 acres of ground leases. A&B is expanding and strengthening its Hawai'i CRE portfolio and achieving its strategic focus on commercial real estate by monetizing its remaining non-core assets. Over its 153-year history, A&B has evolved with the state's economy and played a leadership role in the development of the agricultural, transportation, tourism, construction, residential and commercial real estate industries.

Learn more about A&B at www.alexanderbaldwin.com.

Contact: Andrea Galvin; 808-525-8404; agalvin@abhi.com

Cover Page	Jun. 30, 2023
Cover [Abstract]
Document Type	8-K
Date of Report	Jun. 30, 2023
Entity Registrant Name	ALEXANDER & BALDWIN, INC.
Entity Incorporation, State or Country Code	HI
Entity File Number	001-35492
Entity Tax Identification Number	45-4849780
Entity Address, City or Town	HI
Entity Address, City or Town	Honolulu,
Entity Address, Postal Zip Code	96801
Entity Address, Address Line One	P. O. Box 3440,
City Area Code	(808)
Local Phone Number	525-6611
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	ALEX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001545654
Amendment Flag	false