ITEM 3.03 Material Modification to Rights of Security Holders.
On July 18, 2022, Maui Land & Pineapple Company, Inc. (the "Company" or "MLP")
changed its state of incorporation from the State of Hawaii to the State of
Delaware (the "Reincorporation") pursuant to a plan of conversion adopted on
July 1, 2022 (the "Plan of Conversion"). The Reincorporation was accomplished by
filing: (i) a Hawaii Articles of Conversion with the Department of Commerce and
Consumer Affairs of the State of Hawaii (the "Hawaii Articles of Conversion");
(ii) a Delaware Certificate of Conversion with the Secretary of State of the
State of Delaware (the "Delaware Certificate of Conversion"); and (iii) a
Certificate of Incorporation with the Secretary of State of the State of
Delaware (the "Delaware Certificate of Incorporation"). In connection with the
Reincorporation, the Company's Board of Directors (the "Board") adopted new
bylaws in the form attached to the Plan of Conversion (the "Delaware Bylaws").
The Reincorporation was previously submitted to a vote of, and approved by, the
Company's stockholders at the annual meeting of the stockholders of the Company
held on June 29, 2022. Upon the effectiveness of the Reincorporation:
? The affairs of the Company ceased to be governed by Hawaii corporation laws
and are now subject to Delaware corporation laws.
? MLP (Delaware) is the same entity as MLP (Hawaii) and continues with all of
the rights, privileges and powers of MLP (Hawaii), has the same name,
possesses all of the properties of MLP (Hawaii), continues with all of the
debts, liabilities and obligations of MLP (Hawaii), and continues with the
same officers and directors of MLP (Hawaii) immediately prior to the
Reincorporation; provided that the Board has been increased from five to seven
members, and Glyn Aeppel and John Sabin have been added to the Board of
Directors immediately following the Reincorporation.
? Each issued and outstanding share of common stock of MLP (Hawaii) is
automatically converted into an issued and outstanding share of common stock
of MLP (Delaware) without any action on the part of our stockholders. The
Company will continue to file periodic reports and other documents with the
Securities and Exchange Commission (the "SEC"). The Reincorporation does not
change the respective positions of the Company or stockholders under federal
securities laws.
? All of the Company's employee benefit and incentive plans became MLP
(Delaware) plans, and each option, equity award or other right issued under
such plans is automatically converted into an option, equity award or right to
purchase or receive the same number of shares of MLP (Delaware) common stock,
at the same price per share, upon the same terms and subject to the same
conditions as before the Reincorporation. In addition, the Company's executive
severance plans, employment agreements and other employee benefit arrangements
also are continued by MLP (Delaware) upon the terms and subject to the
conditions in effect at the time of the Reincorporation.
The Reincorporation did not affect any of the Company's material contracts with
any third parties, and the Company's rights and obligations under such material
contractual arrangements continue to be rights and obligations of the Company
after the Reincorporation. The Reincorporation did not result in any change in
headquarters, business, jobs, management, location of any of the offices or
facilities, number of employees, assets, liabilities or net worth (other than as
a result of the costs incident to the Reincorporation) of the Company.
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The foregoing description of the Reincorporation and the Plan of Conversion does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Plan of Conversion, a copy of which is filed herewith as
Exhibit 2.1 and incorporated herein by reference. A more detailed description of
the Plan of Conversion, and the effects of the Reincorporation, is set forth in
Proposal 4 of the Company's proxy statement (the "Company's Proxy Statement")
filed with the SEC on May 16, 2022, which description is incorporated herein by
reference. The Delaware Certificate of Conversion, the Delaware Certificate of
Incorporation, the Delaware Bylaws and the Hawaii Articles of Conversion are
also filed herewith as Exhibits 3.1, 3.2, 3.3, and 3.4 respectively, and
incorporated herein by reference.
No action will be required on the part of the Company's stockholders to receive
shares of MLP (Delaware) upon completion of the Reincorporation. Pursuant to the
Plan of Conversion, the issued and outstanding shares of common stock of the
Company will automatically be converted into shares of common stock of MLP
(Delaware) and certificates representing shares of common stock of the Company
will automatically be deemed to represent shares of common stock of MLP
(Delaware).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 18, 2022, the Board increased the size of the Board from five
directors to seven directors and appointed Glyn Aeppel and John Sabin to fill
the resulting vacancies.
Glyn Aeppel, 63, is President and Chief Executive Officer of Glencove Capital, a
lifestyle hospitality investment and advisory company that she founded in 2010.
From October 2008 to May 2010, Ms. Aeppel served as Chief Investment Officer of
Andre Balazs Properties, an owner, developer and operator of lifestyle luxury
hotels. From April 2006 to October 2008, she served as Executive Vice President
of Acquisitions and Development for Loews Hotels and was a member of its
executive committee. From April 2004 to April 2006, she was a principal of
Aeppel and Associates, a hospitality advisory development company, during which
time she assisted Fairmont Hotels and Resorts in expanding in the United States
and Europe. Prior to April 2004, Ms. Aeppel held executive positions with Le
Meridien Hotels, Interstate Hotels & Resorts, Inc., FFC Hospitality, LLC,
Holiday Inn Worldwide and Marriott Corporation. Ms. Aeppel currently serves on
the board of directors of Simon Property Group (NYSE:SPG), where she is a member
of the Governance and Nominating Committee, and AvalonBay Communities, Inc.
(NYSE:AVB), where she is a member of the Nominating, Governance and Corporate
Responsibility Committee and the Investment and Finance Committee. She also
serves on the board of Concord Hospitality Enterprises, Exclusive Resorts LLC,
and Gilbane Inc., all privately held companies. Ms. Aeppel previously served on
the boards of Key Hospitality Acquisition Corporation, Loews Hotels Corporation
and Sunrise Senior Living, Inc. Ms. Aeppel holds a Bachelor of Arts Honors from
Principia College and a Master's of Business Administration from Harvard
Business School.
Ms. Aeppel does not have a family relationship with any of the executive
officers or directors of the Company. There are no arrangements or
understandings between Ms. Aeppel and any other persons pursuant to which she
was selected as a director; and there are no transactions in which she has an
interest requiring disclosure under Item 404(a) of Regulation S-K.
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John Sabin, 67, is Chief Financial Officer at Revolution LLC, where he has
served since May 2011. Prior to joining Revolution, Mr. Sabin served as
Executive Vice President, Chief Financial Officer, and General Counsel for
Phoenix Health Systems from October 2004 to May 2011, where he was responsible
for the company's finance, accounting, contracting, and legal functions. John
previously served in senior finance positions with Marriott, Manor Care, and
Choice Hotels, as well as smaller firms including a venture capital firm and a
biotech company. John held the position of Chief Financial Officer in two public
hospitality companies and presently serves as an independent director of Hersha
Hospitality Trust (NYSE:HT), a publicly-traded real estate investment trust in
the hospitality sector. John has previously served as a director of five other
public companies and has chaired or served on the audit, compensation,
nominating & governance or executive committees of such boards. John is a member
of the American Bar Association and the American Institute of Certified Public
Accountants, and is licensed as both a lawyer and a CPA. John holds two Bachelor
of Science degrees in Accounting and University Studies from Brigham Young
University and holds a Juris Doctor from the J. Reuben Clark Law School, a
Master's of Business Administration from the Marriott School of Management and a
Master's of Accountancy from the Marriott School of Management.
Mr. Sabin does not have a family relationship with any of the executive officers
or directors of the Company. There are no arrangements or understandings between
Mr. Sabin and any other persons pursuant to which he was elected as a director;
and there are no transactions in which Mr. Sabin has an interest requiring
disclosure under Item 404(a) of Regulation S-K.
In connection with the appointments of Ms. Aeppel and Mr. Sabin to the Board,
each director will receive cash compensation equal to the amount of cash
compensation paid to other non-employee directors, which is currently $40,000
per year, paid quarterly, and pro-rated for any portion of a year. In addition,
each director is expected to be awarded a restricted stock grant under the
Company's 2017 Equity and Incentive Award Plan equal to the amount of stock
awarded to other non-employee directors, which is currently an award of shares
having a value of $65,000. The restricted stock grants are subject to Board
approval.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
As disclosed in Item 3.03 above, effective July 18, 2022, the Company changed
its state of incorporation from Hawaii to Delaware pursuant to the Plan of
Conversion. As of that date, the rights of the Company's stockholders began to
be governed by Delaware corporation laws, the Delaware Certificate of
Incorporation, and the Delaware Bylaws. The Delaware Certificate of
Incorporation and the Delaware Bylaws are filed herewith as Exhibits 3.2 and
3.3, respectively, and incorporated herein by reference. Certain rights of the
Company's stockholders were changed as a result of the Reincorporation. A more
detailed description of the Delaware Certificate of Incorporation and Delaware
Bylaws, and the changes in rights of the Company's stockholders as a result of
the Reincorporation, is set forth in the Company's Proxy Statement filed with
the SEC on May 16, 2022, which description is incorporated herein by reference.
Item 8.01 Other Events.
In connection with the completion of the Reincorporation and by operation of
Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the shares of common stock of MLP (Delaware) are deemed registered under
Section 12(g) of the Exchange Act and MLP (Delaware) has succeeded to MLP
(Hawaii)'s attributes as the Company with respect thereto.
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Item 9.01 Financial Statements and Exhibits.
The following items are filed as exhibits to this current report on Form 8-K:
Exhibit Number Description of Exhibit
2.1 Plan of Conversion
3.1 Delaware Certificate of Conversion
3.2 Delaware Certificate of Incorporation
3.3 Delaware Bylaws
3.4 Hawaii Articles of Conversion
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MAUI LAND & PINEAPPLE COMPANY, INC. 