Alexander & Baldwin, Inc. (Form: 8-K, Received: 07/10/2017 17:14:12)

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): July 10, 2017

ALEXANDER & BALDWIN, INC.

(Exact name of registrant as specified in its charter)

Hawaii

001-35492

45-4849780

(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.):

☒	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))

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of 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 July 10, 2017, the Board of Directors of Alexander & Baldwin, Inc. (“A&B” or the “Company”) elected Thomas A. Lewis, Jr. as a member of the Board of Directors, effective as of that date. Mr. Lewis has been named to the Compensation Committee of the Company’s Board of Directors. Mr. Lewis is the former Vice Chairman of the Board of Directors (1993-2014) and Chief Executive Officer (1997-2013) of Realty Income Corporation (NYSE: O), a New York Stock Exchange listed real estate investment trust. A copy of the press release announcing the election of Mr. Lewis is filed herewith as Exhibit 99.1 and incorporated by reference herein. Pursuant to the Automatic Grant Program under the Alexander & Baldwin, Inc. 2012 Incentive Compensation Plan, Mr. Lewis received an equity award of $75,000. This award represents a prorated amount of the restricted stock unit award made to non-employee Board members at the 2017 annual meeting of shareholders, which covers the period from the appointment of Mr. Lewis to the anticipated date of the 2018 annual meeting of shareholders. The award will vest, and the underlying shares will be issued, in three successive equal annual installments upon his completion of each year of continued Board service measured from the appointment date of Mr. Lewis. Mr. Lewis will receive other compensation as a non-employee Board member as described in the proxy statement for the Company’s 2017 annual meeting.

Effective as of July 10, 2017, Paul K. Ito resigned as the Company’s Chief Financial Officer, but will continue to serve as Senior Vice President and Treasurer for transition purposes. The Company has entered into a retention agreement with Mr. Ito, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

In connection with Mr. Ito’s resignation, the Company announced on July 10, 2017 the appointment of James E. Mead as Chief Financial Officer. Mr. Mead, age 58, is the former Executive Vice President and Chief Financial Officer of SL Green Realty Corp. (NYSE: SLG), a New York Stock Exchange listed real estate investment trust (2010-2015); former Executive Vice President and Chief Financial Officer of Strategic Hotels & Resorts (2004-2010); and former Chief Financial Officer of Irvine Company Apartment Communities (1996-1999). The Company has entered into an executive employment agreement with Mr. Mead, a copy of which is filed herewith as Exhibit 10.2 and incorporated by reference herein. In consideration of his duties and responsibilities, Mr. Mead will (i) be paid an annual base salary of $500,000, (ii) receive a 2017 cash incentive of $150,000 (an amount equal to a prorated annual cash incentive of 60% of base salary), and (iii) receive a long-term incentive grant of $800,000, split equally between time-based restricted stock units and performance share units under the Alexander & Baldwin, Inc. 2012 Incentive Compensation Plan. In addition, the Company entered into a letter agreement with Mr. Mead regarding a change in control, substantially in the form filed as Exhibit 10.1 to the Company’s Form 8-K, dated June 28, 2012. A copy of the press release announcing the appointment of Mr. Mead is filed herewith as Exhibit 99.2 and incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of July 10, 2017, the Company amended Sections 4.1 and 4.3 of the Company’s Amended and Restated Bylaws to describe the role of the Chief Financial Officer and amend the description of the role of Treasurer and Controller. The foregoing description of the amendment is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On July 10, 2017, A&B issued a press release announcing that its Board of Directors has unanimously approved the Company’s conversion to a real estate investment trust (“REIT”), effective January 1, 2017. A copy of the press release is furnished herewith as Exhibit 99.3.

On July 11, 2017, at 8:00 a.m. EDT, A&B will host a webcast presentation for investors to discuss the Company’s conversion to a REIT, effective January 1, 2017. The webcast will be available at the “Investors” tab at www.alexanderbaldwin.com.

Item 8.01. Other Events.

In connection with its conversion to a REIT, the Company intends to undertake a merger to facilitate its ongoing compliance with the REIT requirements. Subject to the terms and conditions of a merger agreement to be entered into by and among A&B, Alexander & Baldwin REIT Holdings, Inc., a Hawaii corporation and a direct, wholly owned subsidiary of A&B (“A&B REIT Holdings”), and A&B REIT Merger Corporation, a Hawaii corporation and a direct, wholly owned subsidiary of A&B REIT Holdings (“Merger Sub”), Merger Sub will merge with and into A&B, with A&B continuing as the surviving corporation. As a result of this merger, A&B REIT Holdings will replace A&B as the Hawaii-based, publicly held corporation through which the Company’s operations are conducted and will (through its subsidiaries) conduct all of the operations conducted by the Company immediately prior to the merger. Promptly following the merger, A&B will convert to a Hawaii limited liability company and A&B REIT Holdings will be renamed “Alexander & Baldwin, Inc.”

Although the merger is not required for REIT qualification, it is expected that the merger will facilitate the Company’s continued compliance with the REIT requirements by ensuring that certain standard REIT ownership limitations and transfer restrictions apply to the stock of the publicly held corporation through which the Company’s operations are conducted. In the merger, shareholders’ existing shares of A&B common stock will be automatically converted, on a one-for-one basis, into shares of A&B REIT Holdings common stock. As a result, shareholders will own the same number and percentage of shares of A&B REIT Holdings common stock as they own of A&B common stock immediately before the merger. The Company expects that A&B REIT Holdings common stock will be listed on the New York Stock Exchange under A&B’s current trading symbol, “ALEX.”

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

3.1

Amended and Restated Bylaws of Alexander & Baldwin, Inc. (as amended through July 10, 2017).

10.1

Retention Agreement, dated July 10, 2017, between the Company and Paul K. Ito.

10.2

Executive Employment Agreement, dated July 10, 2017, between the Company and James E. Mead.

10.3

Form of Notice of Time-Based Restricted Stock Unit Grant (included as Exhibit A in Exhibit 10.2 hereto and incorporated by reference to Exhibit 10.b.1.(iv) to A&B’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012).

10.4

Form of Time-Based Restricted Stock Unit Agreement for Executive Employees (included as Exhibit A in Exhibit 10.2 hereto and incorporated by reference to Exhibit 10.b.1.(v) to A&B’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012).

10.5

Form of Notice of Award of Performance Share Units (included as Exhibit B in Exhibit 10.2 hereto and incorporated by reference to Exhibit 10.b.1.(xix) to A&B’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

10.6

Form of Performance Share Unit Award Agreement (included as Exhibit B in Exhibit 10.2 hereto and incorporated by reference to Exhibit 10.b.1.(xx) to A&B’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

10.7

Form of Letter Agreement (included as Exhibit C in Exhibit 10.2 hereto and incorporated by reference to Exhibit 10.1 to A&B’s Current Report on Form 8-K, dated June 28, 2012).

99.1

Press release issued by the Company regarding the election of Thomas A. Lewis to the Board of Directors, dated July 10, 2017.

99.2

Press release issued by the Company regarding the appointment of James E. Mead as Chief Financial Officer, dated July 10, 2017.

99.3

Press release issued by the Company regarding the Company’s conversion to a real estate investment trust, dated July 10, 2017.

WHERE TO FIND ADDITIONAL INFORMATION

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. A&B REIT Holdings will file a registration statement on Form S-4 that includes a preliminary proxy statement/prospectus relating to the proposed merger and other relevant documents in connection with the proposed merger. INVESTORS AND THE COMPANY’S SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS, WHEN FILED, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHEN FILED AND MAILED, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The definitive proxy statement/prospectus will be mailed to the Company’s shareholders prior to the meeting of shareholders at which the proposed merger will be submitted for a vote. Investors may obtain a free copy of the preliminary proxy statement/prospectus and other filings containing information about the Company, A&B REIT Holdings and the proposed merger from the SEC at the SEC’s website at http://www.sec.gov after such documents have been filed with the SEC. In addition, after such documents have been filed with the SEC, copies of the preliminary proxy statement/prospectus and other filings containing information about the Company, A&B REIT Holdings and the proposed merger can be obtained without charge by sending a request to Alexander & Baldwin, Inc., 822 Bishop Street, Honolulu, Hawaii 96813, Attention: Alyson J. Nakamura; by calling (808) 525-8450; or by accessing them on the Company’s web site at http://www.alexanderbaldwin.com.

PARTICIPANTS IN THE SOLICITATION

The Company and its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in favor of the proposed merger. Additional information regarding the interests of potential participants in the proxy solicitation will be included in the preliminary proxy statement/prospectus and the definitive proxy statement/prospectus and other relevant documents that the Company and A&B REIT Holdings intend to file with the SEC in connection with the merger. Additional information about A&B’s directors and executive officers can be found in A&B’s definitive proxy statement filed with the SEC on March 13, 2017, and in A&B’s Annual Report on Form 10-K filed with the SEC on March 1, 2017.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION

Statements in this Form 8-K and the exhibits hereto that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “will,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. These forward-looking statements include, but are not limited to, statements concerning the potential benefits or impact of the Company’s REIT status, the Company’s ability to remain qualified as a REIT, possible or assumed future results of operations, business strategies, competitive positions, the proposed merger and future dividends to shareholders.

Such forward-looking statements speak only as of the date the statements were made and are not guarantees of future performance. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from those expressed in or implied by the forward-looking statements. These factors include, but are not limited to, prevailing market conditions and the following: (i) the Company’s ability to remain qualified as a REIT, particularly given the need to apply highly technical and complex provisions of the Internal Revenue Code of 1986, as amended, and make various factual determinations concerning matters and circumstances not entirely within the Company’s control; (ii) the risk that the REIT requirements could limit the Company’s financial flexibility; (iii) the Company’s limited experience operating as a REIT; (iv) the potential for satisfying the REIT requirements to divert management’s attention from traditional business concerns; (v) the Company’s ability to pay dividends consistent with the REIT requirements, and expectations as to timing and amounts of such dividends; (vi) the ability of the Company’s Board of Directors to revoke the Company’s REIT status without shareholder approval; (vii) the possibility that the anticipated benefits of the Company’s REIT status will not be realized, or will not be realized within the expected time period; (viii) the Company’s exposure to U.S. federal and state income tax law changes, including changes to the REIT requirements; and (ix) the possibility that the merger does not close, due to a failure to satisfy any closing conditions or otherwise.

A further description of these and other important risks, trends, uncertainties and other factors that could affect the forward-looking statements in this Form 8-K and the exhibits hereto are discussed in Company’s most recent Form 10-K and other filings with the SEC. The information contained in this Form 8-K and the exhibits hereto should be evaluated in light of these important risk factors. We do not undertake any obligation to update the Company’s forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALEXANDER & BALDWIN, INC.

/s/ Christopher J. Benjamin

Christopher J. Benjamin

President and Chief Executive Officer

Dated: July 10, 2017

Exhibit Index


Exhibit No.		Description

3.1		Amended and Restated Bylaws of Alexander & Baldwin, Inc. (as amended through July 10, 2017).

10.1		Retention Agreement, dated July 10, 2017, between the Company and Paul K. Ito.

10.2		Executive Employment Agreement, dated July 10, 2017, between the Company and James E. Mead.

10.3		Form of Notice of Time-Based Restricted Stock Unit Grant (included as Exhibit A in Exhibit 10.2 hereto and incorporated by reference to Exhibit 10.b.1.(iv) to A&B’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012).

10.4		Form of Time-Based Restricted Stock Unit Agreement for Executive Employees (included as Exhibit A in Exhibit 10.2 hereto and incorporated by reference to Exhibit 10.b.1.(v) to A&B’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012).

10.5		Form of Notice of Award of Performance Share Units (included as Exhibit B in Exhibit 10.2 hereto and incorporated by reference to Exhibit 10.b.1.(xix) to A&B’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

10.6		Form of Performance Share Unit Award Agreement (included as Exhibit B in Exhibit 10.2 hereto and incorporated by reference to Exhibit 10.b.1.(xx) to A&B’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

10.7		Form of Letter Agreement (included as Exhibit C in Exhibit 10.2 hereto and incorporated by reference to Exhibit 10.1 to A&B’s Current Report on Form 8-K, dated June 28, 2012).

99.1		Press release issued by the Company regarding the election of Thomas A. Lewis to the Board of Directors, dated July 10, 2017.

99.2		Press release issued by the Company regarding the appointment of James E. Mead as Chief Financial Officer, dated July 10, 2017.

99.3		Press release issued by the Company regarding the Company’s conversion to a real estate investment trust, dated July 10, 2017.

Exhibit 3.1

AMENDED AND RESTATED BYLAWS

ALEXANDER & BALDWIN, INC.

(Effective July 10, 2017)

ARTICLE I

PRINCIPAL OFFICE; AGENT; SEAL

Section 1.1 Principal and Other Offices . The principal office of the Corporation shall be in Honolulu, Hawaii and other offices of the Corporation may be located in such places within Hawaii or elsewhere as the Board of Directors may designate or as the business of the Corporation may require.

Section 1.2 Registered Agent . The Corporation shall continuously maintain in the State of Hawaii a registered agent as required by law.

Section 1.3 Seal . The Corporation shall have a corporate seal (and one or more duplicates thereof) of such form and device as the Board of Directors shall determine.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting of Shareholders . The Corporation shall hold an annual meeting of shareholders for the purpose of electing directors and transacting such other business as may come before the meeting at a time as shall be fixed by the Board of Directors or the President. The failure to hold an annual meeting at the time fixed in accordance with these bylaws shall not affect the validity of any corporate action.

Section 2.2 Special Meeting of Shareholders .

2.2.1 A special meeting of shareholders shall be held upon the call of the Chairman of the Board, if appointed, the President or a majority of the directors then in office.

2.2.2 Subject to the provisions of this Section 2.2.2 and all other applicable sections of these bylaws, a special meeting of the shareholders shall be called by the Secretary upon written request (a “Special Meeting Request”) of one or more record holders of shares of stock of the Corporation representing not less than 10% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting (the “Requisite Percentage”). The Board of Directors shall determine in good faith whether all requirements set forth in this Section 2.2.2 have been satisfied and such determination shall be binding on the Corporation and its shareholders.

(a) A Special Meeting Request must be delivered by hand or by registered U.S. mail, postage prepaid, return receipt requested, or courier service, postage prepaid, to the attention of the Secretary at the principal executive offices of the Corporation. A Special Meeting Request shall be valid only if it is signed and dated by each shareholder of record submitting the Special Meeting Request and the beneficial owners, if any, on whose behalf the Special Meeting Request is being made, or such shareholder’s or beneficial owner’s duly authorized agent (each, a “Requesting Shareholder”), and includes (i) in the case of any director nominations proposed to be presented at the special meeting, the information required by Section 3.3.4; (ii) in the case of any matter (other than a director nomination) proposed to be conducted at the special meeting, the information required by Section 2.14.4; (iii) an agreement by the Requesting Shareholders to notify the Corporation promptly in the event of any disposition prior to the record date for the special meeting of shares of the Corporation owned of record and an acknowledgement that any such disposition shall be deemed to be a revocation of such Special Meeting Request with respect to such disposed shares; and (iv) documentary evidence that the Requesting Shareholders own the Requisite Percentage as of the date on which the Special Meeting Request is delivered to the Secretary; provided , however , that if the Requesting Shareholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the Special Meeting Request must also include documentary evidence (or, if not simultaneously provided with the Special Meeting Request, such documentary evidence must be delivered to the Secretary within ten (10) days after the date on which the Special Meeting Request is delivered to the Secretary) that the beneficial owners on whose behalf the Special Meeting Request is made beneficially own the Requisite Percentage as of the date on which such Special Meeting Request is delivered to the Secretary. In addition, the Requesting Shareholders and the beneficial owners, if any, on whose behalf the Special Meeting Request is being made shall (x) further update and supplement the information provided in the Special Meeting Request, if necessary, so that the information provided or required to be provided therein shall be true and correct as of the record date for the special meeting, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting and (y) promptly provide any other information reasonably requested by the Corporation.

(b) A Special Meeting Request shall not be valid, and a special meeting requested by shareholders shall not be held, if (i) the Special Meeting Request does not comply with this Section 2.2.2; (ii) the Special Meeting Request relates to an item of business that is not a proper subject for shareholder action under applicable law; (iii) the Special Meeting Request is delivered during the period commencing one hundred twenty (120) days prior to the first anniversary of the date of the immediately preceding annual meeting of

shareholders and ending on the earlier of (x) the date of the next annual meeting and (y) thirty (30) days after the first anniversary of the date of the previous annual meeting; (iv) an identical or substantially similar item (as determined in good faith by the Board of Directors, a “Similar Item”), other than the election of directors, was presented at an annual or special meeting of shareholders held not more than twelve (12) months before the Special Meeting Request is delivered; (v) a Similar Item was presented at an annual or special meeting of shareholders held not more than one hundred twenty (120) days before the Special Meeting Request is delivered (and, for purposes of this clause (v), the election of directors shall be deemed to be a “Similar Item” with respect to all items of business involving the election or removal of directors, changing the size of the Board of Directors and the filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors); (vi) a Similar Item is included in the Corporation’s notice of meeting as an item of business to be brought before an annual or special meeting of shareholders that has been called but not yet held or that is called for a date within one hundred twenty (120) days of the receipt by the Secretary of a Special Meeting Request; or (vii) the Special Meeting Request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other applicable law.

(c) Special meetings of shareholders called pursuant to this Section 2.2.2 shall be held on such date, and at such time as the Board of Directors shall fix; provided , however , that the special meeting shall not be held more than 120 days after receipt by the Secretary of a valid Special Meeting Request.

(d) The Requesting Shareholders may revoke a Special Meeting Request by written revocation delivered to the Secretary at the principal executive offices of the Corporation at any time prior to the special meeting. If, following such revocation (or deemed revocation pursuant to Section 2.2.2(a)(iii), there are unrevoked requests from Requesting Shareholders holding in the aggregate less than the Requisite Percentage, the Board of Directors, in its discretion, may cancel the special meeting.

(e) If none of the Requesting Shareholders appear or send a duly authorized agent to present the business to be presented for consideration specified in the Special Meeting Request, the Corporation need not present such business for a vote at the special meeting, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

(f) Business transacted at any special meeting called pursuant to this Section 2.2.2 shall be limited to (i) the purpose(s) stated in the valid Special Meeting Request received from the Requisite Percentage of record holders and (ii) any additional matters that the Board of Directors determines to include in the Corporation’s notice of the special meeting.

Section 2.3 Place of Meeting of Shareholders . An annual or special shareholders’ meeting may be held at such place, in or out of the State of Hawaii, as may be fixed by the Board of Directors. If no place is fixed, the meeting shall be held at the principal office of the Corporation.

Section 2.4 Meeting of Shareholders Held by Remote Communication . Notwithstanding Section 2.3 of these bylaws, the Board of Directors, in its sole discretion, is authorized to determine that any annual or special meeting of shareholders shall not be held at any place, but may instead be held solely by means of remote communication; provided that the Corporation shall: (a) implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy of a shareholder; (b) implement reasonable measures to provide shareholders and proxies of shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with the proceedings; and (c) maintain a record of voting or action by any shareholder or proxy of a shareholder that votes or takes other action at the meeting by means of remote communication. Subject to guidelines and procedures adopted by the Board of Directors, shareholders and proxies of shareholders not physically present at a meeting of shareholders by means of remote communication may participate in the meeting, and be deemed present in person and vote at the meeting whether the meeting is held at a designated place or solely by means of remote communication.

Section 2.5 Notice of Shareholders’ Meeting . The Corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders’ meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of an annual or special meeting shall include a description of the purpose or purposes for which the meeting is called. If a meeting is held solely by means of remote communication, the notice shall also inform shareholders of the means of remote communication by which shareholders may be deemed to be present in person and allowed to vote.

Section 2.6 Quorum and Voting . Except as otherwise provided by the articles of incorporation, these bylaws or law, a quorum at all meetings of shareholders shall consist of the holders of record of a majority of the shares outstanding and entitled to vote thereat, present in person or by proxy. If a quorum exists, action on a matter (other than election of directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or the Hawaii Business Corporation Act require a greater number of affirmative votes.

Section 2.7 Record Date . The Board of Directors may fix the record date to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. The record date may be a future date, but may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

Section 2.8 Shareholders’ List for Meeting . After fixing a record date for a meeting, the Corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of the shareholders’ meeting showing the address of and number of shares held by each shareholder. The list shall be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting for which the list was prepared is given and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, the shareholder’s agent, or the shareholder’s attorney, shall be entitled on written demand to inspect and to copy the list, during regular business hours and at the shareholder’s expense, during the period it is available for inspection. The Corporation shall make the shareholders’ list available at the meeting, and any shareholder, shareholder’s agent, or shareholder’s attorney, is entitled to inspect the list at any time during the meeting or any adjournment. Refusal or failure to prepare or make available the shareholders’ list does not affect the validity of action taken at the meeting.

Section 2.9 Voting of Shares . Except as otherwise provided by the articles of incorporation, these bylaws or the Hawaii Business Corporation Act, each outstanding share is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.

Section 2.10 Proxies . A shareholder may vote the shareholder’s shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form. The appointment form shall be signed by either the shareholder personally or by the shareholder’s attorney-in-fact. An appointment is valid for eleven (11) months unless a longer period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include, but are not limited to, the appointment of (a) a pledgee, (b) a person who purchased or agreed to purchase the shares, and (c) a creditor of the Corporation who extended it credit under terms requiring the appointment. An appointment made irrevocable is revoked when the interest with which it is coupled is extinguished.

Section 2.11 Acceptance of Votes . If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the Corporation, acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder. Subject to any express limitation on a proxy’s authority appearing on the face of the appointment form, the Corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment. The Corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis to doubt the validity of the signature on the vote, consent, waiver, or proxy appointment or the signatory’s authority to sign for the shareholder. The Corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this Section 2.11 are not liable in damages to the shareholder for the consequences of the acceptance or rejection. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this Section 2.11 is valid unless a court of competent jurisdiction determines otherwise.

Section 2.12 Election of Directors . Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. There shall be no cumulative voting in the election of directors.

Section 2.13 Conduct of Meetings . The Board of Directors may adopt by resolution such rules and regulations for the conduct of any meeting of shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of shareholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to shareholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

Section 2.14 Nature of Business at Meetings of Shareholders .

2.14.1 Only such business (other than nominations for election to the Board of Directors, which must comply with the provisions of Section 3.3) may be transacted at an annual meeting of shareholders as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the annual meeting by any shareholder of the Corporation (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 2.14 and on the record date for the determination of shareholders entitled to notice of and to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.14.

2.14.2 In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

2.14.3 To be timely, a shareholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided , however , that in the event that the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

2.14.4 To be in proper written form, a shareholder’s notice to the Secretary must set forth the following information: (a) as to each matter such shareholder proposes to bring before the annual meeting, 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, and (b) as to the shareholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such person or any affiliates or associates of such person, in such business, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person, (iv) a representation that the shareholder giving notice intends to appear in person or by proxy at the annual meeting to bring such business before the meeting, and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the annual meeting pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

2.14.5 A shareholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.14 shall be true and correct as of the record date for determining the shareholders entitled to receive notice of the annual meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the shareholders entitled to receive notice of the annual meeting.

2.14.6 No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.14; provided , however , that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.14 shall be deemed to preclude discussion by any shareholder of any such business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

2.14.7 Nothing contained in this Section 2.14 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 2.15 Action Without Meeting . Action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed before or after the intended effective date of the action by all the shareholders entitled to vote on the action, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records, and such consent shall have the effect of a meeting vote and may be described as such in any document. Any copy, facsimile, or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that the copy, facsimile, or other reproduction shall be a complete reproduction of the entire original writing.

Section 2.16 Adjournment . Any meeting of shareholders, whether annual or special, and whether a quorum be present or not, may be adjourned from time to time by the chairman thereof, with the consent of the holders of a majority of all of the shares of stock present or represented at such meeting, and entitled to vote thereat. If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. In addition, if the annual or special shareholders’ meeting was held solely by means of remote communication, and the adjourned meeting will be held by a means of remote communication by which shareholders may be deemed to be present in person and vote, notice need not be given of the new means of remote communication if the new means of remote communication is announced at the meeting before adjournment. If a new record date for an adjourned meeting is or must be fixed under Section 2.7, notice of the adjourned meeting shall be given to shareholders who are entitled to notice of the new record date.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 Duties of the Board of Directors . All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, its Board of Directors, subject to any limitation set forth in an agreement approved or signed by all shareholders and otherwise authorized under the Hawaii Business Corporation Act.

Section 3.2 Number, Election, Terms and Qualifications of Directors .

3.2.1 The Board of Directors shall consist of not less than three (3) nor more than twelve (12) individuals, the exact number to be determined in accordance with the articles of incorporation.

3.2.2 The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of the entire Board of Directors. The term of the initial Class I directors shall terminate on the date of the 2013 annual meeting of shareholders; the term of the initial Class II directors shall terminate on the date of the 2014 annual meeting of shareholders; and the term of the initial Class III directors shall terminate on the date of the 2015 annual meeting of shareholders or, in each case, upon such director’s earlier death, resignation or removal. At each succeeding annual meeting of shareholders beginning in 2013, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term and until their successors are duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class or from the removal from office, death, disability, resignation or disqualification of a director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director.

3.2.3 A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

3.2.4 No person shall be elected as a director at any annual meeting or special meeting who has achieved the age of seventy-two (72) years prior to such annual or special meeting.

3.2.5 Not more than a minority of the directors comprising the minimum number of members of the Board of Directors necessary to constitute a quorum of the Board of Directors (or such other portion thereof as the Board of Directors may determine to be necessary under U.S. Maritime Law (as defined in the articles of incorporation) in order for the Corporation to continue as a U.S. Maritime Corporation (as defined in the articles of incorporation)) shall be Non-U.S. Citizens (as defined in the articles of incorporation), such minority being equal to the greatest whole number that is less than half of the minimum number of directors necessary to constitute a quorum of the Board of Directors.

Section 3.3 Nomination of Directors .

3.3.1 Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the articles of incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any shareholder of the Corporation (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 3.3 and on the record date for the determination of shareholders entitled to notice of and to vote at such annual meeting or special meeting and (ii) who complies with the notice procedures set forth in this Section 3.3.

3.3.2 In addition to any other applicable requirements, for a nomination to be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

3.3.3 To be timely, a shareholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided , however , that in the event that the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs and (b) in the case of a special meeting of shareholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting or a special meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

3.3.4 To be in proper written form, a shareholder’s notice to the Secretary must set forth the following information: (a) as to each person whom the shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such

person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (iv) any other information relating to such 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 (b) as to the shareholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and record address of the shareholder giving the notice and the name and principal place of business of such beneficial owner; (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee or any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, and any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the shareholder giving notice intends to appear in person or by proxy at the annual meeting or special meeting to nominate the persons named in its notice; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation 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.

3.3.5 A shareholder providing notice of any nomination proposed to be made at an annual meeting or special meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 3.3 shall be true and correct as of the record date for determining the shareholders entitled to receive notice of the annual meeting or special meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the shareholders entitled to receive notice of such annual meeting or special meeting.

3.3.6 No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.3. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 3.4 Resignation of Directors . A director may resign at any time by delivering notice given in writing or by electronic transmission to the Chairman of the Board, if appointed, or the President. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

Section 3.5 Meetings of the Board of Directors . A regular meeting of the Board of Directors shall be held without notice other than this bylaw for the purpose of appointing officers and transacting such other business as may come before the meeting immediately after, and at the same place as, the annual meeting of the shareholders. The Board of Directors may hold other regular meetings or special meetings in or out of the State of Hawaii. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 3.6 Notice of Meeting . Regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Special meetings of the Board of Directors must be preceded by at least twenty-four hours’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting. A director may waive any required notice before or after the date and time stated in the notice. The waiver shall be in writing, signed by the director entitled to the notice or by electronic transmission by the director entitled to notice, and filed with the minutes or corporate records; except that a director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 3.7 Action Without Meeting . Action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board of Directors. The action shall be evidenced by one or more consents describing the action taken, given either in writing and signed before or after the intended effective date of the action by each director, or by electronic transmission, and included in the minutes or filed with the corporate records reflecting the action taken. In the case of a consent by electronic transmission, the electronic transmission shall set forth or be submitted with information from which it may be determined that the electronic transmission was authorized by the director who sent the electronic transmission. A consent signed or given by electronic transmission under this Section 3.7 has the effect of a meeting vote and may be described as such in any document.

Section 3.8 Quorum and Voting . A quorum of the Board of Directors consists of a majority of the number of directors prescribed, or, if no number is prescribed, the number in office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (a) the director objects at the beginning of the meeting (or promptly upon the director’s arrival) to holding it or transacting business at the meeting, (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) the director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 3.9 Expenses and Fees . By resolution of the Board of Directors, such compensation, fees and expenses as the Board of Directors may from time to time determine shall be allowed and paid to directors for services on the board of any committee created by the Board of Directors, provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.10 Committees .

3.10.1 The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the Board of Directors. The creation of a committee and appointment of members to it must be approved by the greater of: (a) a majority of all the directors in office when the action is taken, or (b) the number of directors required to take action under Section 3.8 of these bylaws. Section 3.5 to Section 3.8 of these bylaws which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors, apply to committees and their members as well. Notwithstanding the foregoing, not more than a minority of the directors comprising the minimum number of members of any committee of the Board of Directors necessary to constitute a quorum of any such committee (or such other portion thereof as the Board of Directors may determine to be necessary under U.S. Maritime Law (as defined in the articles of incorporation) in order for the Corporation to continue as a U.S. Maritime Corporation (as defined in the articles of incorporation)) shall be Non-U.S. Citizens (as defined in the articles of incorporation), such minority being equal to the greatest whole number that is less than half of the minimum number of directors necessary to constitute a quorum of such committee.

3.10.2 To the extent specified by the Board of Directors, each committee may exercise the authority of the Board of Directors, subject to the limitation set forth in Section 414-216(e) of the Hawaii Business Corporation Act.

Section 3.11 Directors’ Conflicting Interest Transactions . A director’s conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the Corporation, because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if: (a) directors’ action respecting the transaction was at any time taken in compliance with law; (b) shareholders’ action respecting the transaction was at any time taken in compliance with law; or (c) the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the Corporation.

ARTICLE IV

OFFICERS

Section 4.1 Required Officers . The Corporation shall have the officers and assistant officers as shall be appointed from time to time by the Board of Directors or by a duly appointed officer authorized by the Board of Directors to appoint one or more officers or assistant officers. The same individual may simultaneously hold more than one office in the Corporation. One of the officers shall have responsibility for preparation and custody of minutes of the directors’ and shareholders’ meetings and for authenticating records of the Corporation. Each officer shall have the authority and shall perform the duties prescribed by the Board of Directors or by direction of an officer authorized by the Board of Directors to prescribe the duties of other officers. The officers may include, without limitation, one or more of the following:

4.1.1 Chairman of the Board . The Chairman of the Board, if appointed, shall preside at all meetings of the shareholders and the Board of Directors unless otherwise prescribed by the Board of Directors. The Chairman of the Board, if appointed, shall also exercise such powers and perform such other duties as may be assigned by these bylaws or by resolution of the Board of Directors.

4.1.2 President . The President (in the absence of the Chairman of the Board, if appointed) shall preside at all meetings of the shareholders and the Board of Directors. Unless the Board of Directors shall decide otherwise, the President shall be the chief executive officer of the Corporation and shall have general charge and supervision of the business of the Corporation. The President shall perform other duties as are incident to the President’s office or are required of the President by the Board of Directors.

4.1.3 Vice Presidents . In the absence of the Chairman of the Board, if appointed, and the President, the vice president or vice presidents shall, in order designated by the President or the Board of Directors, perform all of the duties of the President. When so acting a vice president shall have all the powers of and be subject to all the restrictions upon the President. The vice president or vice presidents shall have powers and perform other duties as may be prescribed by the President, the Board of Directors or these bylaws.

4.1.4 Secretary . The Secretary shall keep the minutes of all meetings of shareholders, the Board of Directors and committees of the Board of Directors (if any). The Secretary shall give notice in conformity with these bylaws of all meetings of the shareholders and the Board of Directors. In the absence of the President and any vice president, the Secretary shall have the power to call meetings of the shareholders, the Board of Directors and committees of the Board of Directors. The Secretary shall also perform all other duties assigned to the Secretary by the President or the Board of Directors. The assistant secretary or assistant secretaries shall, in the order prescribed by the Board of Directors or the President, perform all the duties and exercise all the powers of the Secretary during the Secretary’s absence or disability or whenever the office is vacant. An assistant secretary shall perform all the duties assigned to the assistant secretary or assistant secretaries by the President or the Board of Directors.

4.1.5 Treasurer . The Treasurer shall perform such duties and have such powers as are incident to the Treasurer’s office, including without limitation the duty to keep and be responsible for all corporate funds and securities, to deposit funds in proper depositories, to disburse such funds and to keep corporate financial records. The Treasurer shall perform all other duties assigned to the Treasurer by the President, the Chief Financial Officer or the Board of Directors. The assistant treasurer or assistant treasurers, shall, in the order prescribed by the Board of Directors, the President or the Chief Financial Officer, perform all the duties and exercise all the powers of the Treasurer during the Treasurer’s absence or disability or whenever the office is vacant. An assistant treasurer shall perform all the duties assigned to the assistant treasurer or assistant treasurers by the President, the Chief Financial Officer or the Board of Directors.

4.1.6 Chief Financial Officer . The Chief Financial Officer shall exercise general supervision over the financial and accounting affairs of the Corporation. The Board of Directors or the President may designate another officer as the principal accounting officer of the Corporation, which person shall report to the Chief Financial Officer. The Chief Financial Officer shall perform such other duties as are incident to the Chief Financial Officer’s office or are required of the Chief Financial Officer by the President or the Board of Directors.

Section 4.2 Assistant Secretary and Assistant Treasurer . The Assistant Secretary or assistant secretaries and the Assistant Treasurer or assistant treasurers, if appointed, shall, in such order as the Board of Directors may determine, perform all of the duties and exercise all of the powers of the Secretary and Treasurer, respectively, during the absence or disability of, and in the event of a vacancy in the office of, the Secretary or Treasurer, respectively, and shall perform all of the duties assigned to him or them by the President, the Secretary in the case of assistant secretaries, the Treasurer in the case of the assistant treasurers, or the Board of Directors.

Section 4.3 Controller . The Controller shall have custody of and supervise and control the keeping of the accounts and books of the Corporation, and shall develop records and procedures for control of costs; maintain proper tax records and supervise the preparation of tax returns, develop procedures for internal auditing and maintain proper relationships with the external auditors designated by the shareholders; administer programs relating to capital expenditure and operating budgets, prepare the financial statements of the Company, and perform such other duties as the President or the Chief Financial Officer may from time to time determine.

Section 4.4 Resignation of Officers . An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.

Section 4.5 Removal of Officers . Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but the removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.6 Citizenship Requirements . The Chairman of the Board, if appointed, and the Chief Executive Officer of the Corporation, by whatever title, shall each be a U.S. Citizen (as defined in the articles of incorporation).

ARTICLE V

VOTING OF STOCK BY THE CORPORATION

Section 5.1 In all cases where the Corporation owns, holds, or represents under power of attorney or by proxy or in any other representative capacity shares of capital stock of any corporation or shares or interests in business trusts, co-partnerships, or other associations, such shares or interest shall be represented or voted in person or by proxy by the Chairman of the Board (if also Chief Executive Officer) or in the absence of the Chairman of the Board (or if such person is not also Chief Executive Officer) by the President, or in his absence by the Vice President, or if there be more than one vice president present, then by such vice president as the Board of Directors shall have designated as Executive Vice President, or failing any such designation, by any vice president, or in the absence of any vice president, by the Treasurer, or in his absence, by the Secretary; provided , however , that any person specifically appointed by the Board of Directors for the purpose shall have the right and authority to represent and vote such shares or interests with precedence over all of the above-named.

ARTICLE VI

CAPITAL STOCK

Section 6.1 Form and Content of Certificates .

6.1.1 The certificates of any class of stock of the Corporation shall be in such form and of such device as the Board of Directors may, from time to time, determine, including uncertificated shares. The rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificated shares of the same class and series shall be identical. Every share certificate shall be signed by the Chairman of the Board, if appointed, or the President or a vice president and by the Treasurer or the Secretary or an assistant treasurer or assistant secretary and shall bear the corporate seal, provided , however , that the Board of Directors in its discretion may provide that any certificate which shall be signed by a transfer agent or by a registrar may be sealed with only the facsimile seal of the Corporation and may be signed with only the facsimile signatures of the officers above designated. In case any officer who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer before such certificate is issued, such certificate may, nevertheless, be issued with the same effect as if such officer had not ceased to be such at the date of its issue. Certificates shall not be issued for nor shall there be registered any transfer of any fraction of a share. In the event that fractional parts of or interests in

any share shall result in any manner from any action by the shareholders or directors of the Corporation, the Treasurer may sell the aggregate of such fractional interests under such reasonable terms and conditions as the Treasurer shall determine subject, however, to the control of the Board of Directors, and distribute the proceeds thereof to the person or persons entitled thereto.

6.1.2 At a minimum any share certificate shall include the legend set forth in Section 7.3 of the articles of incorporation and shall state on its face: (a) the name of the Corporation and that it is organized under the law of the State of Hawaii; (b) the name of the person to whom issued; and (c) the number and class of shares the certificate represents. The Corporation shall send a notice, which shall include the legend set forth in Section 7.3 of the articles of incorporation, to each holder of uncertificated shares.

Section 6.2 Holder of Record . The Corporation shall be entitled to treat the person whose name appears on the stock books of the Corporation as the owner of any share, as the absolute owner thereof for all purposes, and shall not be under any obligation to recognize any trust or equity or equitable claim to or interest in such share, whether or not the Corporation shall have actual or other notice thereof.

Section 6.3 Transfer of Stock . Transfer of stock may be made in any manner permitted by law, but no transfer shall be valid (except between the parties thereto) until the transfer shall have been duly recorded in the stock books of the Corporation and a new certificate or evidence of uncertificated shares are issued. No transfer shall be entered in the stock books of the Corporation, nor shall any new certificate be issued until the old certificate, properly endorsed, shall be surrendered and canceled or proper transfer instructions are received from the holder of uncertificated shares.

Section 6.4 Closing of Transfer Books . The Board of Directors shall have power for any corporate purpose from time to time to close the stock transfer books of the Corporation for a period not exceeding thirty (30) consecutive business days, provided , however , that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix a record date for the payment of any dividend or for the allotment of rights or for the effective date of any change, conversion or exchange of capital stock or in connection with obtaining the consent of shareholders in any matter requiring their consent or for the determination of the shareholders entitled to notice of or to vote at any meeting of shareholders, and in any such case, only such shareholders as shall be shareholders of record on the record date so fixed shall be entitled to the rights, benefits and privileges incident to ownership of the shares of stock for which such record date has been fixed, notwithstanding any transfer of stock on the books of the corporation after such record date.

Section 6.5 Lost Certificates . The Board of Directors may adopt rules and regulations respecting replacement of lost, destroyed or mutilated certificates. Subject to those rules or otherwise if no rules are adopted, the Board of Directors may order a new share certificate to be issued in the place of any share certificate alleged to have been lost, destroyed, or mutilated. In every such case, the owner of the lost, destroyed, or mutilated certificate shall be required to file with the Board of Directors sworn evidence showing the facts connected with the loss or destruction. Unless the Board of Directors shall otherwise direct, the owner of the lost or destroyed certificate shall be required to give to the Corporation a bond or undertaking in

such sum, in such form, and with such surety or sureties as the Board of Directors may approve, to indemnify the Corporation against any loss, damage or liability that the Corporation may incur by reason of the issuance of a new certificate. Any new certificate issued in the place of any lost, destroyed, or mutilated certificate shall bear the notation “Issued for Lost Certificate No. .” Nothing in this Section contained shall impair the right of the Board of Directors, in its discretion, to refuse to replace any allegedly lost or destroyed certificate, save upon the order of the court having jurisdiction in the matter.

Section 6.6 Stock Rights and Options . The Corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders thereof to purchase from the Corporation shares of any class or classes. Such rights or options shall be evidenced in such manner as the Board shall approve and, subject to the provisions of the articles of incorporation, shall set forth the terms upon which, the time or times within which, and the price or prices at which, such shares may be purchased from the Corporation upon the exercise of any right or option. The documents evidencing such rights or options may include conditions on the exercise of such rights or options, including conditions that preclude the holder or holders, including any subsequent transferees, of at least a specified percentage of the common stock of the Corporation from exercising such rights or options. No approval by the shareholders of the Corporation shall be required for the issuance of such rights or options to directors, officers or employees of the Corporation or any subsidiary, or to the shareholders.

Section 6.7 Dividend Record Date . In order that the Corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Proper Officers . Except as hereinafter provided, or as required by law, all checks, notes, bonds, acceptances or other financial instruments, deeds, leases, contracts, licenses, endorsements, stock powers, powers of attorney, proxies, waivers, consents, returns, reports, applications, notices, mortgages and other instruments or writings of any nature which require execution on behalf of the Corporation may be signed by any one officer. However, the Board of Directors may authorize any documents, instruments or writings to be signed by any agents or employees of the Corporation or any one of them in such manner as the Board of Directors may determine from time to time.

Section 7.2 Facsimile Signatures . The Board of Directors may by resolution provide for the execution of checks, warrants, drafts and other orders for the payment of money by a mechanical device or machine or by the use of facsimile signatures under such terms and conditions as shall be set forth in the resolution.

Section 7.3 Notice by Electronic Transmission .

7.3.1 Without limiting the manner by which notice otherwise may be given to shareholders, notice to shareholders given by the Corporation shall be effective if provided by electronic transmission consented to by the shareholder to whom the notice is given. Any consent shall be revocable by the shareholder by written notice to the Corporation. Any consent shall be deemed revoked if: (a) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent; and (b) the inability to deliver becomes known to the Secretary or an assistant secretary of the Corporation, to the transfer agent, or other person responsible for giving notice; provided that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

7.3.2 Notice given pursuant to Section 7.3.1 of these bylaws shall be deemed given: (a) if by facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the shareholder of such specific posting, upon the later of the posting and the giving of such separate notice; and (d) if by any other form of electronic transmission, when directed to the shareholder.

Section 7.4 Shareholder Registration Book . The Corporation shall keep a book for registering the names of all shareholders, showing the number of shares of stock held by them, and the time when they became the owners of the shares. The book shall be open at all reasonable times for the inspection of the shareholders. The Secretary of the Corporation or the person having the charge of the book shall give a certified transcript of anything therein contained to any shareholder applying therefore; provided that the shareholder pays a reasonable charge for the preparation of the certified transcript.

ARTICLE VIII

AMENDMENTS OF BYLAWS

Section 8.1 These bylaws may be amended or repealed in accordance with Article VIII of the articles of incorporation.

Exhibit 10.1

822 Bishop Street

Honolulu, Hawaii 96813

P.O. Box 3440

Honolulu, Hawaii 96801-3440

www.alexanderbaldwin.com

Tel (808) 525-6611

July 10, 2017

Mr. Paul K. Ito

822 Bishop Street

Honolulu, HI 96813

Dear Paul:

In connection with our discussions regarding your intent to voluntarily resign as the Company’s Chief Financial Officer effective as of July 10, 2017, but continuing to serve as Senior Vice President and Treasurer to promote a smooth transition, the Company is willing to offer you the following retention payments:

If you remain employed with the Company through August 31, 2017, you will receive a payment of $300,000 (less applicable withholdings) in the Company’s first pay period of September 2017.

If you remain employed with the Company through October 31, 2017, you will receive an additional payment of $175,000 (less applicable withholdings) in the Company’s first pay period of November 2017.

If you remain employed with the Company through December 31, 2017, you will receive an additional payment of $175,000 (less applicable withholdings) in the Company’s first pay period of January 2018.

Your employment with the Company shall continue until no later than January 31, 2018 (the “Expiration Date”). During the transition period, you will continue to receive your current base salary and will remain eligible to participate in the Company’s benefit plans in accordance with the terms of those plans. However, you will not be eligible to receive a performance bonus award under the Alexander & Baldwin, Inc. One-Year Performance Improvement Incentive Plan for 2017. Your outstanding restricted stock unit awards and performance share unit awards will continue in effect in accordance with the terms of the applicable award agreements evidencing the awards and you will receive service vesting credit during the period you are employed with the Company.

Your employment continues to be at-will, which means your employment is for no definite period of time and that either you or the Company may terminate your employment at-will, at any time, with or without reason. No communication, whether written or oral, shall supersede, or alter, the at-will status of your employment, unless authorized in writing by the Chief Executive Officer or a vice president of the Company. If you should be terminated by the Company for any reason other than “for cause,” you will be entitled to an accelerated payment of the retention payments stipulated above that is in excess of the amount that has already been paid to you. However, you will not be entitled to any severance payments under the Executive Severance Plan or any other plans in connection with your resignation or termination of your employment hereunder by you or the Company whether as of the Expiration Date or earlier.

By your signature below, you hereby confirm your voluntary resignation from the position of Chief Financial Officer effective as of July 10, 2017.


Very truly yours,
By		/s/ Son-Jai Paik
		Son-Jai Paik
		Vice President, Human Resources

Agreed & Accepted:

/s/ Paul K. Ito

July 10, 2017

Paul K. Ito

Date

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made and entered into as of July 10, 2017 by and between James E. Mead (the “Executive”) and Alexander & Baldwin, Inc. (the “Company”) to become effective upon the Executive’s commencement of employment with the Company, which is subject to approval by the Company’s Board of Directors (the “Board”).

RECITALS

The Company desires to employ the Executive and the Executive desires to be employed by the Company, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the parties agree as follows:

1. Employment Period . The Executive’s employment with the Company will commence, and this Agreement will become effective on July 10, 2017, subject to approval by the Company’s Board (the “Employment Commencement Date”). The initial term of this Agreement shall begin on the Employment Commencement Date and shall continue for one (1) year thereafter, or until the termination of the Executive’s employment, if earlier. The term of this Agreement shall automatically renew for periods of one-year unless either party gives the other party written notice, at least sixty (60) days prior to the end of the initial term or at least sixty (60) days prior to the end of any subsequent one-year renewal period, as applicable, that the term of the Agreement shall not be further extended. The period during which the Executive is employed by the Company pursuant to this Agreement shall constitute the “Employment Period” hereunder. Any non-renewal of this Agreement by the Company shall be treated as a termination of employment without Cause (as defined in the Company’s Executive Severance Plan as it applies to the Executive) as of the end of the then expiring not-extended term.

2. Position and Responsibilities .

(a) The Executive shall serve as the Chief Financial Officer (“CFO”) of the Company, reporting to the President and Chief Executive Officer of the Company (the “CEO”). In this position, Executive shall assume and perform such duties and responsibilities that are commensurate with those duties and responsibilities normally associated with and appropriate for someone in the position of CFO and such other duties as prescribed in the Company’s By-Laws or as otherwise requested by the CEO from time to time, consistent with such position. The Executive’s principal place of business shall be located in Honolulu, Hawaii, provided that, the Executive shall be required, to the extent necessary or appropriate, to travel to other locations to fulfill his employment obligations under this Agreement. The Executive agrees to perform in good faith and to the best of the Executive’s ability all services that may be required of the Executive hereunder and to be available to render such services at all reasonable times and places as required for his position and in accordance with such reasonable directions and requests as may be made from time to time by the CEO, consistent with the Executive’s position. The Executive further agrees not to participate in any activity detrimental to the best interests of the Company.

(b) The Company understands that the Executive has certain outside business commitments relating to his outside board involvement, and that the Executive will from time to time need to expend certain time travelling to and attending board and committee meetings relating to such outside board commitment, which may, among other things, include substantial travel time since the Executive will be travelling from Hawaii. The Company agrees that the Executive may continue with such outside board involvement so long as the activities do not interfere with the performance of the Executive’s duties hereunder and such travel and meeting time on such matters (of up to 12 days per year in the aggregate) shall not be offset against the Executive’s vacation time. In this connection, the Executive understands and agrees that his primary commitment in terms of his business time and attention is and will be to attend to the Company’s business and to devote his efforts to Company matters and the performance of his duties and responsibilities at the Company.

(c) The Executive also understands and agrees that the Executive must fully comply with the Company’s standard operating policies, procedures, and practices, including but not limited to the Company’s Code of Conduct and, as applicable, the Code of Ethics, that are from time to time in effect during the Employment Period.

3. Compensation .

(a) Base Salary . The Executive’s annual gross base salary (“Base Salary”) will initially be $500,000, to be paid in accordance with the Company’s normal payroll procedures, less all applicable withholdings and deductions, in installments no less frequently than monthly. Base Salary will be reviewed from time to time and may be increased at the discretion of the Board but may not be reduced. Base Salary for purposes of this Agreement shall adjust as the Executive’s salary adjusts over time.

(b) Performance Bonus .

(i) For calendar year 2017, the Executive shall receive a guaranteed annual bonus equal to $150,000 (the “2017 Guaranteed Bonus”) no later than March 15, 2018, provided that the Executive is employed by the Company in good standing as of that date. If the Executive is terminated without Cause (as defined above) prior to the scheduled payout date, the 2017 Guaranteed Bonus shall be paid to the Executive within ten (10) days after such termination and shall be in lieu of any target or pro rata bonus payable as part of severance (if any) due to the Executive under the Company’s Executive Severance Plan or Change in Control Agreement upon termination of employment during 2017.

(ii) Beginning with the 2018 calendar year, the Executive shall be eligible to receive an annual bonus (“Annual Bonus”) in accordance with, and subject to, the terms and conditions of the Alexander & Baldwin, Inc. One-Year Performance Improvement Incentive Plan (the “PIIP”), with the performance goals for the Annual Bonus for each year being set by the Compensation Committee of the Board on or before March 31 of such year and promptly communicated to Executive once set. The target amount of the Executive’s Annual

Bonus shall be no less than 60% of his Base Salary as defined in the PIIP. The actual amount of the Annual Bonus (if any) shall be determined by the Compensation Committee in accordance with the PIIP and may be more or less than the target amount. Any Annual Bonus to which the Executive becomes entitled for a particular calendar year shall be paid in accordance with the terms of the PIIP no later than March 15 of the following year, or, if earlier, when the other executives of the Company are paid their annual bonuses for such year.

(c) Equity Awards . On the Employment Commencement Date, the Executive shall be granted an equity award under the Alexander & Baldwin, Inc. 2012 Incentive Compensation Plan covering a number of shares of Company common stock (the “2017 Award Shares”) with an aggregate grant date fair value of $800,000. For purposes of the award, the grant date fair value per share shall be equal to the closing selling price per share of Company Common Stock at the close of regular hours trading on the grant date as reported on the New York Stock Exchange. Fifty percent (50%) of the award will be in the form of a time-based restricted stock unit award (“Time-Based RSU Award”) and fifty percent (50%) of the award will be in the form of a performance share units award (“Performance Share Unit Award”). By way of illustration, if the closing selling price on the date of grant is $40.00 per share, the total 2017 Award Shares will be 20,000 shares of the Company’s common stock.

(i) Time-Based RSU Award . The number of shares subject to the Time-Based RSU Award will be equal to 50% of the 2017 Award Shares. The Time-Based RSU Award for 2017 will vest in three equal annual installments beginning on the first anniversary of the grant date, subject for each installment to the Executive’s continued employment with the Company through the vesting date for that installment. The remaining terms of the Time-Based RSU Award (including any accelerated vesting) will be in accordance with the terms and conditions of the Company’s Notice of Award of Time-Based Restricted Stock Units and Time-Based Restricted Stock Unit Award Agreement for Executives [attached hereto as Exhibit A].

(ii) Performance Share Unit Award . The target number of shares subject to the Performance Share Units Award will be equal to the remaining 50% of the 2017 Award Shares. The actual number of shares (if any) that may be earned will be based on the level of attainment of the specified performance goals as set by the Compensation Committee of the Board, which shall be promptly communicated to the Executive. The Performance Share Unit Award will vest based on (A) the level of attainment of performance goals for the period measured from January 1, 2017 to December 31, 2019, in accordance with the terms and conditions of the Company’s Notice of Award of Performance Share Units and Performance Share Unit Award Agreement for Executives [attached hereto as Exhibit B] and (B) the Executive’s completion of three years of employment measured from the grant date of the award. The performance goals and the remaining terms of the Performance Share Unit Award (including any accelerated vesting) will be in accordance with the terms and conditions of the Company’s Notice of Award of Performance Share Units and Performance Share Unit Award Agreement for Executives.

(d) Withholding . The Company shall have the right to deduct and withhold from any compensation payable to the Executive any and all applicable federal, state, local, and foreign income and employment withholding taxes and any other amounts required to be deducted or withheld by the Company under applicable statutes, regulations, ordinances, or orders governing or requiring the withholding or deduction of amounts otherwise payable as compensation or wages.

4. Severance Plan/Change in Control Agreement/Excess Benefit Plan .

(a) Severance Plan . The Executive shall participate as a Band A participant in the Company’s Executive Severance Plan as amended from time to time (the “Executive Severance Plan”).

(b) Change in Control Agreement . The Executive shall be entitled to receive certain change in control benefits pursuant to a change in control letter agreement between the Company and the Executive [in the form attached hereto as Exhibit C] (“Change in Control Agreement”).

(c) Excess Benefits Plan . The Executive shall be eligible to participate in the Company’s Excess Benefit Plan as amended from time to time.

5. Benefits; Reimbursement .

(a) Benefit Plans . During the Employment Period commencing on the earliest date following the Employment Commencement Date permitted under the applicable plan, the Executive shall be eligible to participate in all employee benefits and benefit plans generally made available to the Company’s employees or senior executives from time to time for which the Executive may qualify, including, but not limited to, medical, dental, vision and long-term disability insurance benefits and arrangements, subject to the terms, conditions, and relevant qualification criteria for such benefits and benefit plans. The Company, in its discretion, may change from time to time the employee or senior executive benefits and benefit plans it generally makes available to its employees or senior executives and may amend or terminate any such plans at any time on a prospective basis only.

(b) Vacation, Sick, and Holiday Pay . The Executive shall be entitled to vacation, sick, and holiday pay pursuant to the terms of the Company’s generally applicable employee policies, as may exist from time to time. The Executive shall be entitled to paid vacation days per year equivalent to that provided to other executive-level employees of the Company, which is currently 20 days per calendar year on a prorata accrual basis per pay period, subject to any applicable carryover rules and limitations.

(c) Reimbursement of Reasonable Business Expenses . During the Employment Period, the Company will reimburse the Executive for reasonable travel and other business expenses incurred on behalf of the Company in fulfilling the Executive’s obligations and duties hereunder. All reimbursements hereunder shall be subject to, and in accordance with, the Company’s expense reimbursement policies.

6. Relocation Benefits . The Executive shall be eligible to receive relocation benefits for reasonable and necessary expenses incurred in establishing a local residence in Hawaii in accordance with the Company’s relocation policy, a copy of which shall be provided to the Executive separately at a later time, in an amount up to $50,000 (fifty thousand). To the extent any such benefit is taxable to the Executive, the Executive shall be eligible to receive an

additional payment to cover such taxes on a fully-grossed up basis in accordance with the relocation policy. The relocation benefits will be provided in the form of reimbursement or direct payment by the Company in accordance with the relocation policy. The Executive agrees that the Executive’s relocation shall be initiated within the first six months of the Executive’s Employment Commencement Date and completed within twelve months of the Executive’s Employment Commencement Date. The relocation benefits shall be deemed an advance payment that is expressly conditioned upon the Executive’s continued active employment with the Company at least through the end of 2018. In the event the Executive elects to voluntarily terminate the Executive’s employment with the Company within twelve (12) months after the Executive’s relocation other than due to Good Reason after a Change in Control (as such terms are defined in the Change in Control Agreement), the Executive agrees to repay all relocation benefits (including all relocation expenses incurred on the Executive’s behalf and any gross up amount) and if the Executive does not repay such amounts then, to the fullest extent permitted under applicable law, the Executive agrees that the Company may deduct such amounts from any monies that the Company may owe to the Executive, provided that this repayment obligation shall not apply to any travel and hotel expenses incurred prior to the Executive’s establishing a local residence in Hawaii.

7. D&O Indemnification and Liability Insurance . The Executive will be provided indemnification in accordance with the Company’s articles of incorporation and/or By-Laws. Specifically, the Company agrees to indemnify Executive to the maximum extent permitted by applicable law, as the same exists and may hereafter be amended, from and against all losses, damages, claims, liabilities and expenses asserted against, or incurred or suffered by, the Executive (including the costs and expenses of legal counsel retained to defend the Executive, and any judgments, fines and amounts paid in settlement actually and reasonably incurred by or imposed on the Executive as the indemnified party) with respect to any action, suit or proceeding, whether civil or criminal, or administrative or investigative, in which the Executive is made a party or threatened to be made a party, either by reason of entering into this Employment Agreement with the Company or in his capacity as an officer or director of the Company or any of its subsidiaries or affiliates, or former officer or director of the Company or any of its subsidiaries or affiliates. The Company also agrees to secure and maintain director and officer liability insurance policy covering the Executive at levels at least as favorable to the Executive as what was in existence at the Company immediately prior to the Executive joining the Company. Such indemnification and such D&O insurance policy coverages shall remain in effect throughout the term of this Agreement and shall continue in effect after the termination of such Agreement regardless of the reasons for such termination unless and except to the extent expressly excluded by the governing documents regarding indemnification or by the insurance policy (including any replacement insurance policy) in the case of post-termination coverage.

8. Recoupment . The Executive shall be subject to the Company’s Policy Regarding Recoupment of Certain Compensation, as amended from time to time.

9. Share Ownership Guidelines . The Executive shall be subject to the Company’s Stock Ownership Guidelines for Key Executives, as amended from time to time.

10. Termination of Employment . The Executive’s employment hereunder may be terminated under the following circumstances:

(a) Upon the death or disability of the Executive . If the Executive dies while employed by the Company, his employment shall immediately terminate. If, as a result of the Executive’s mental or physical incapacity, the Executive shall be unable to perform the services for the Company contemplated by this Agreement in the manner in which he previously performed them during an aggregate of one hundred twenty (120) business days in any consecutive seven (7) month period (“Disability”), the Executive’s employment may be terminated by the Company for Disability. In the event of Disability or death, the Executive or the Executive’s beneficiaries, as the case may be, (i) shall continue to be paid the Base Salary through the Termination Date and a performance/incentive bonus for the year of termination, pro-rated to reflect the date of death or Disability, and subject to attaining the requisite performance milestones and payable at the same time as other participants, as determined in accordance with Section 3(b), and (ii) shall retain his vested equity compensation awards (as such equity award vesting may be accelerated in accordance with the terms of the agreements evidencing the awards) and other vested benefits and rights under the Company’s benefit plans in accordance with, the terms of such plans and this Agreement. For purposes of the Executive’s Time-Based RSU and Performance Share Unit Awards, a termination hereunder due to Disability will be deemed to qualify as a termination due to Permanent Disability. In the event of such a termination during 2017, the full 2017 Guaranteed Bonus provided in Section 3(b) shall be paid in lieu of the pro-rated performance/incentive bonus in clause (i) above. In the case of death, the Executive’s beneficiaries or his estate shall receive benefits in accordance with the Company’s retirement, insurance and other applicable programs and plans then in effect.

(b) Upon a voluntary termination . The Executive may voluntarily terminate the Executive’s employment under this Agreement at any time, but the Executive is requested to give the Company at least 30 days prior written notice of such resignation.

(c) Upon a termination by the Company . The Company may terminate the Executive’s employment with or without Cause under this Agreement at any time (as “Cause” is defined in the Executive Severance Plan as amended through June 30, 2017) by providing notice of such termination to the Executive. Such termination shall be effective immediately upon the Executive’s receipt of such notice, unless otherwise indicated by the notice.

The Executive agrees to resign from all officer and director positions with the Company and its affiliates upon the Executive’s termination of employment.

Upon cessation of the Executive’s employment for any reason, the Executive, or the Executive’s estate if applicable, shall be paid any unpaid Base Salary earned under Section 3(a), any awarded but not yet paid bonus amounts (and the 2017 Guaranteed Bonus to the extent payable and unpaid), and any accrued but unused vacation days for services rendered through the date of such termination. The Executive shall also be entitled to the reimbursement of any unreimbursed business expenses incurred on behalf of the Company prior to termination subject to the Company’s expense reimbursement policies.

11. No Conflicts . The Executive understands and agrees that by entering into this Agreement, the Executive represents to the Company that the Executive’s performance hereunder will not breach any other agreement to which the Executive is a party and that the Executive has not, and will not during the term of the Executive’s employment with the Company, enter into any oral or written agreement scheduled to become effective while the Executive is still an employee of the Company that would be in conflict with any of the provisions of this Agreement or the Company’s policies. The Executive will not use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other third party with respect to which the Executive owes an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and the Company will assist the Executive in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties. The Company also expects the Executive to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggests that the Executive refrain from having any contact with such persons until such time as any non-solicitation obligation expires.

12. At-Will Employment . The Executive’s employment with the Company will be on an “at-will” basis, meaning that: (a) either the Executive or the Company may terminate the Executive’s employment at any time, with or without cause or advance notice, without further obligation or liability other than as expressly set forth in this Agreement (including, without limitation, any separate agreement, plan, policy or arrangement expressly referenced in this Agreement) and (b) this policy of at-will employment shall reflect the entire agreement and may only be modified in an express written agreement signed by an appropriate officer of the Company.

13. Section 409A . This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations thereunder (“Section 409A”), and shall in all respects be administered in accordance with Section 409A. Notwithstanding anything in this Agreement to the contrary, payments that are subject to Section 409A may only be made under this Agreement upon an event and in a manner permitted by Section 409A or an applicable exemption. If and to the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, such reimbursements or other in-kind benefits shall be made or provided in accordance with the requirements of Section 409A including, where applicable, the requirement that (a) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (b) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (c) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred, and (d) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

14. Cessation of Benefits . In the event the Executive’s employment with the Company terminates for any reason, he shall be entitled only to such benefits, if any, as he may be eligible for in the event of such termination under the Executive Severance Plan or Change in Control Agreement or his Time-Based RSU Award Agreement or his Performance Share Unit Award

Agreement or any other applicable Company benefit plan or arrangement, and shall not receive any further pay or benefits under this Agreement (except as provided herein in the event of death or Disability). In this regard, the Company confirms that, in the event of a termination by the Company without Cause or by the Executive for Good Reason within 24 months after a Change in Control, or a termination of Executive’s employment due to Disability, Executive will be entitled to the fully accelerated vesting and payout of his Time-Based RSUs under his Time-Based RSU Award Agreement, and such accelerated PSU vesting and payout acceleration as and to the extent provided by his Performance Stock Unit Award Agreement. Moreover, in the event of a material breach by the Executive of any of the Executive’s obligations of this Agreement that is not promptly cured (if curable) by the Executive after written notice of such alleged breach is given by the Company, then the Company may terminate the Executive’s employment and the Executive shall cease to be entitled to any further benefits under this Agreement or under the Executive Severance Plan or Change in Control Agreement, except as he may be entitled to under applicable law.

15. Successors and Assigns . This Agreement and all rights hereunder are personal to the Executive and may not be transferred or assigned by the Executive at any time. The Company may assign its rights, together with its obligations hereunder, to any parent, subsidiary, affiliate, or successor, or in connection with any sale, transfer, or other disposition of all or substantially all of its business and assets, provided, however, that any such assignee assumes the Company’s obligations hereunder, and further provided that the assignee is solvent at the time of transfer and that Executive is given prompt notice of such transfer.

16. Notices .

(a) Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if delivered either personally or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested.

(b) If such notice, demand, or other communication shall be delivered personally, then such notice shall be conclusively deemed given at the time of such personal delivery.

(c) If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given three (3) business days after deposit in the United States mail addressed to the party to whom such notice, demand, or other communication is to be given as hereinafter set forth:

To the Company:

Alexander & Baldwin, Inc.

822 Bishop Street

Honolulu, HI 96813

Attn: Son-Jai Paik

To the Executive:

Executive’s most recent address on file with the Company

With a copy to:

Brian T. Foley, Esq.

Brian Foley & Company, Inc.

1 North Broadway

White Plains, NY 10601-2310

Any party hereto may change its address for the purpose of receiving notices, demands, and other communications as herein provided by a written notice given in the manner aforesaid to the other party hereto.

17. Governing Documents . This Agreement and the other documents expressly cross-referenced herein (including, without limitation, the agreements evidencing the equity awards granted under Section 3(c), the Executive’s Change in Control Agreement, the documents regarding his Band A participation rights in the Executive Severance Plan and any other plans, policies, arrangements and documents expressly cross-referenced herein) contain the entire understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all negotiations, proposals, and agreements (whether written or oral) between them (or their respective affiliates or representatives) relating to the subject matter hereof. No agreements or representations (whether oral or otherwise, express or implied) that are not expressly set forth in or expressly referred to in, but that relate to the subject matter of, this Agreement have been made by either party. This Agreement may only be amended by written instrument signed by the Executive and an authorized representative of the Company.

18. Governing Law . The provisions of this Agreement shall be construed and interpreted under the laws of the State of Hawaii. If any provision of this Agreement as applied to any party or to any circumstance should be adjudged by an arbitrator or, if applicable, a court of competent jurisdiction to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent permissible by law) the application of such provision under circumstances different from those adjudicated by the arbitrator or court, the application of any other provision of this Agreement, or the enforceability or invalidity of this Agreement as a whole. Should any provision of this Agreement become or be deemed invalid, illegal, or unenforceable in any jurisdiction by reason of the scope, extent, or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision will be stricken, and the remainder of this Agreement shall continue in full force and effect.

19. Arbitration . The Executive will be subject to the arbitration requirements in this Section 19.

(a) Except as provided herein, any and all disputes that arise out of or relate to the Executive’s employment, the termination of the Executive’s employment, or the terms of this Agreement shall be resolved through final and binding arbitration. Such arbitration shall be in lieu of any trial before a judge and/or jury, and the Executive and the Company expressly waive all rights to have such disputes resolved via trial before a judge and/or jury. Such disputes shall include, without limitation, claims for breach of contract or of the covenant of good faith and fair dealing, claims of discrimination, claims under any federal, state or local law or regulation now in existence or hereinafter enacted and as amended from time to time concerning in any way the Executive’s employment with the Company or its termination. The only claims not covered by this Agreement to arbitrate disputes, which shall instead be resolved pursuant to applicable law, are: (i) claims for benefits with respect to any unemployment insurance benefits; (ii) claims for workers’ compensation benefits under any of the Company’s workers’ compensation insurance policies or funds; (iii) claims under the National Labor Relations Act; and (iv) claims that may not be arbitrated as a matter of law.

(b) Arbitration will be conducted in Honolulu, Hawaii by Dispute Prevention & Resolution, Inc. unless the parties otherwise mutually agree in writing. Arbitration shall be conducted in accordance with the Federal Arbitration Act (“FAA”) and the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA Rules” available at www.adr.org/employment), provided, however, that the arbitrator shall allow the discovery authorized by applicable law in arbitration proceedings, including, but not limited to, discovery available under the applicable state and/or federal arbitration statutes. Also, to the extent that any of the AAA Rules or anything in this arbitration section conflicts with any arbitration procedures required by applicable law, the arbitration procedures required by applicable law shall govern.

(c) During the course of arbitration, the Company will bear the cost of (i) the arbitrator’s fee, and (ii) any other expense or cost the Executive would not be required to bear if the Executive were free to bring the dispute or claim in court. Except as expressly otherwise provided in the Executive’s Change in Control Benefits Agreement, each party shall bear its own attorney’s fees and costs incurred in connection with the arbitration; provided, however, that the Company shall pay for reasonable attorneys’ fees and costs incurred by the Executive in connection with the arbitration if and to the extent the Executive prevails in whole or in part.

(d) The arbitrator shall issue a written award that sets forth the essential findings of fact and conclusions of law on which the award is based. The arbitrator shall have the authority to award any relief authorized by law in connection with the asserted claims or disputes. The arbitrator’s award shall be subject to correction, confirmation, or vacation, as provided by applicable law setting forth the standard of judicial review of arbitration awards. Judgment upon the arbitrator’s award may be entered in any court having jurisdiction thereof.

(e) This arbitration provision does not prohibit the Executive from pursuing an administrative claim with a local, state or federal administrative agency such as the Department of Fair Employment and Housing or the Equal Employment Opportunity Commission, but this provision does prohibit the Executive from seeking or pursuing court action regarding any such claim – other than to enforce any arbitration award.

20. Counterparts . This Agreement may be executed in more than one counterpart, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

21. Construction . The language of this Agreement shall be construed as to its fair meaning, and not strictly for or against either party. Any rule of construction that any ambiguities in a contract shall be construed against the drafter of a contract shall not apply.

22. Severability . If any one or more of the provisions of this Agreement is invalid, illegal, or unenforceable in any respect, it will be ineffective only to the extent of such invalidity, illegality, or unenforceability, and will not in any way affect or impair the validity, legality, and enforceability of the balance of such provision or any other provision contained herein. Each party will endeavor in good faith negotiations to replace the invalid, illegal, or unenforceable provision(s) (or such portion thereof) with such valid, legal, and enforceable provision(s), the economic effect of which on the respective parties is as close as possible to that of the invalid, illegal, or unenforceable provision(s).

23. Survival . The respective rights and obligations of the Executive and the Company as provided in this Agreement will survive the termination or expiration of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

24. This offer of employment is contingent upon the following:

(a)

The Executive satisfactorily passing a pre-employment drug screen, which will be arranged by the Company, to be administered within 48 hours of accepting the Company’s offer.

(b)

Reference and background checks satisfactory to the Company.

(c)

The Executive’s ability to provide satisfactory documentary proof of his identity and right to work in the United States on his first day of employment.

IN WITNESS WHEREOF , and intending to be legally bound, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.


ALEXANDER & BALDWIN, INC.



By:		/s/ Son-Jai Paik
Name: Son-Jai Paik
Title: Vice President, Human Resources


EXECUTIVE /s/ James E. Mead
		JAMES E. MEAD

Exhibit 99.1

Contact:

Darren Pai

808.525.6659

dpai@abinc.com

Experienced REIT executive Thomas Lewis

named to Alexander & Baldwin Board of Directors

HONOLULU, July 10, 2017 — Alexander & Baldwin, Inc. (NYSE:ALEX) (A&B or Company), a New York Stock Exchange listed real estate investment trust, today announced Thomas A. Lewis, Jr. has been appointed to the A&B board of directors, effective immediately.

Tom Lewis is former CEO of Realty Income Corporation. He joined Realty Income in 1987 and held a variety of executive positions before serving as CEO from 1997 until his retirement in 2013. He took Realty Income public in the 90s and guided its growth into a $15 billion real estate investment company. Lewis attended high school and college in Hawaii, earning a bachelor’s degree in Business Administration from Chaminade University. He currently serves on the board of directors of Sunstone Hotel Investors, Inc.

“Tom is an experienced, proven leader who is uniquely qualified to help guide our company as a member of our board of directors. We will benefit from his deep experience in all aspects of strategic, financial, and operational management. I look forward to working with him as we strengthen our commercial real estate business and continue to serve our local communities,” said Stanley Kuriyama, A&B’s chairman.

ABOUT ALEXANDER & BALDWIN

Alexander & Baldwin, Inc. is a Hawaii-based public company, with interests in commercial real estate, land operations, materials and infrastructure construction. With ownership of approximately 87,000 acres in Hawaii, A&B is the state’s fourth largest private landowner, and one of the state’s most active real estate investors. The Company manages a portfolio comprising 4.7 million square feet of leasable space in Hawaii and on the U.S. Mainland and is the largest owner of grocery/drug-anchored retail centers in Hawaii. A&B also is Hawaii’s largest materials company and paving contractor. Additional information about A&B may be found at www.alexanderbaldwin.com.

FORWARD-LOOKING STATEMENTS

Statements in this press release that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “will,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words.

information contained in this press release should be evaluated in light of these important risk factors. We do not undertake any obligation to update the Company’s forward-looking statements.

# # #

Exhibit 99.2

Contact:

Darren Pai

808.525.6659

dpai@abinc.com

Alexander & Baldwin names experienced REIT executive

James Mead as new Chief Financial Officer

HONOLULU, July 10, 2017 — Alexander & Baldwin, Inc. (NYSE:ALEX) (A&B or Company), a New York Stock Exchange listed real estate investment trust, today announced James E. Mead has been named chief financial officer, effective immediately. Mead succeeds Paul K. Ito, who will continue as senior vice president, finance and treasurer of A&B through the end of the year to ensure a smooth transition.

Jim Mead most recently served as chief financial officer for SL Green Realty Corporation, a real estate investment trust and the largest office landlord in New York City, from late 2010 to early 2015, a period during which the Company realized a 75% increase in its stock price. Prior to joining SL Green, Mead served as CFO of Strategic Hotels & Resorts (2004-2010) and Irvine Company Apartment Communities (1996-1999), and held executive positions with Irvine Company and JP Morgan.

“We are fortunate to find someone with Jim’s broad experience in commercial real estate and real estate investment trusts, deep knowledge of capital markets, and proven track record in leading and developing strong financial teams. He will be an invaluable addition to our leadership team as we focus on our strengths in commercial real estate and work to effect our conversion to a real estate investment trust,” said Chris Benjamin, A&B president and CEO.

Mead holds a bachelor’s degree in engineering from Tulane University and a master’s degree in business administration from the University of Virginia. He currently serves on the Board of Directors for Easterly Government Properties and the Boards of Advisors for The CenterCap Group and Tulane University School of Science and Engineering.

ABOUT ALEXANDER & BALDWIN

FORWARD-LOOKING STATEMENTS

Such forward-looking statements speak only as of the date the statements were made and are not guarantees of future performance. Forward-looking statements are subject to a number of risks,

uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from those expressed in or implied by the forward-looking statements. These factors include, but are not limited to, prevailing market conditions. A further description of the risks, trends, uncertainties and other factors that could affect the forward-looking statements in this press release are discussed in Company’s most recent Form 10-K and other filings with the SEC. The information contained in this press release should be evaluated in light of these important risk factors. We do not undertake any obligation to update the Company’s forward-looking statements.

# # #

Exhibit 99.3

Contact:

Suzy Hollinger

808.525.8422

shollinger@abinc.com

ALEXANDER & BALDWIN TO STRENGTHEN HAWAII REAL ESTATE PLATFORM

THROUGH REAL ESTATE INVESTMENT TRUST (REIT) STRUCTURE

Company reinforces its commitment to invest in Hawaii assets and communities

•

Latest step in strategic transition to Hawaii commercial real estate focus, REIT will facilitate continued portfolio expansion

•

The Company’s development for sale, diversified agriculture, and materials and paving businesses will operate within a taxable REIT subsidiary

•

REIT election effective as of January 1, 2017

Honolulu (July 10, 2017) – Alexander & Baldwin (NYSE: ALEX) (“A&B” or the “Company”) announced that its board of directors today unanimously approved the Company’s conversion to a real estate investment trust (REIT), effective January 1, 2017. The move is the latest step by A&B to further its Hawaii real estate strategy and position itself for growth. The Company will operate its commercial real estate business within a REIT structure, while continuing to operate its active real estate development-for-sale projects, diversified agricultural activities and materials and construction business through a taxable REIT subsidiary. The Company will remain incorporated in Hawaii and will continue to trade on the New York Stock Exchange under the ticker symbol ALEX.

“With the recent success of our focused growth strategy, the majority of A&B’s income comes from our Hawaii commercial real estate business. As we look to strengthen our Hawaii focus and further invest in our local communities, our board has unanimously determined that a REIT structure will best facilitate those goals. In particular, the structure will provide A&B with greater access to capital and ability to compete with institutional investors for Hawaii commercial properties, thereby keeping more Hawaii properties in local hands,” said Chris Benjamin, Alexander & Baldwin president and chief executive officer.

“Adoption of the REIT structure optimizes our commercial real estate platform while allowing us to continue all of our other business activities in a taxable REIT subsidiary. The conversion decision follows an extensive evaluation of the merits of the structure, which we announced in October 2016. A critical finding of our REIT conversion evaluation was that a REIT election would not adversely impact our operating businesses or change our strategic direction of maximizing shareholder value by serving Hawaii’s communities.”

Advisors and REIT Qualification

The Company retained Goldman Sachs & Co. LLC, EY LLP, Green Street Advisors and Skadden, Arps, Slate Meagher & Flom LLP (“Skadden”) as its principal advisors on the REIT conversion. The Company has received an opinion from Skadden that it qualifies as a REIT effective as of January 1, 2017.

ABOUT ALEXANDER & BALDWIN

FORWARD-LOOKING STATEMENTS

Statements in this press release that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. These forward-looking statements include, but are not limited to, statements concerning the potential benefits or impact of the Company’s REIT status.

to remain qualified as a REIT, particularly given the need to apply highly technical and complex provisions of the Internal Revenue Code of 1986, as amended, and make various factual determinations concerning matters and circumstances not entirely within the Company’s control; (ii) the risk that the REIT requirements could limit the Company’s financial flexibility; (iii) the Company’s limited experience operating as a REIT; (iv) the potential for satisfying the REIT requirements to divert management’s attention from traditional business concerns; (v) the Company’s ability to pay dividends consistent with the REIT requirements, and expectations as to timing and amounts of such dividends; (vi) the ability of the Company’s Board of Directors to revoke the Company’s REIT status without shareholder approval; (vii) the possibility that the anticipated benefits of the Company’s REIT status will not be realized, or will not be realized within the expected time period; and (viii) the Company’s exposure to U.S. federal and state income tax law changes, including changes to the REIT requirements.

A further description of these and other and other important risks, trends, uncertainties and other factors that could affect the forward-looking statements in this press release are discussed in Company’s most recent Form 10-K and other filings with the SEC. The information contained in this press release should be evaluated in light of these important risk factors. We do not undertake any obligation to update the Company’s forward-looking statements.

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