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): October 3, 2018

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.):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company o

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. o

 




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

Diana Laing has been appointed interim Executive Vice President, Finance, of Alexander & Baldwin, Inc. (the “Company”), effective as of October 10, 2018. Upon the effective date of James E. Mead’s resignation, which is expected to be November 15, 2018 (as previously disclosed in the Company’s Form 8-K, filed on September 7, 2018), Ms. Laing will serve as the interim Chief Financial Officer of the Company.

Ms. Laing, age 63, is the former Chief Financial Officer of American Homes 4 Rent (NYSE:AMH), a New York Stock Exchange listed real estate investment trust (2014-June 2018) and former Chief Financial Officer and Corporate Secretary of Thomas Properties Group, Inc. (2004-2013). She also is a director of The Macerich Company (NYSE:MAC) and Spirit Realty Capital, Inc. (NYSE:SRC)

The Company has entered into a letter agreement with Ms. Laing, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein. In consideration of her duties and responsibilities, Ms. Laing will be paid a salary of $50,000 per month. Ms. Laing’s interim role with the Company shall not exceed a period of six months, with a one-time possible extension of no more than ninety days.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits







SIGNATURE

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

Date:  October 3, 2018

ALEXANDER & BALDWIN, INC.


/s/ Nelson N.S. Chun                                                     
Nelson N.S. Chun
Executive Vice President and Chief Legal Officer
                        





September 28, 2018




Dear Diana:

We are pleased to offer you the role of interim Chief Financial Officer, reporting to Chris Benjamin, Chief Executive Officer. Your title will be interim Executive Vice President, Finance until you assume the interim CFO role after our current CFO’s last day (which is currently anticipated to be November 15, 2018).

Your salary will be $50,000 per month which, when annualized, is $600,000 per year, plus reasonable travel expenses between Los Angeles and Honolulu and accommodation expenses in Honolulu. Your interim role with us will commence on a mutually agreeable date and shall not exceed a period of six months, with a one-time possible extension of no more than ninety days.

You will be eligible, on the appropriate dates following commencement of your interim role, to participate in the Company’s benefit plans, which will be described in detail under separate cover.

This offer is contingent upon the following:

a.
Your satisfactorily passing a drug screen, which will be arranged by the Company, to be administered within 48 hours of accepting our offer.

b.
Reference and background checks satisfactory to the Company.

c.
Your ability to provide satisfactory documentary proof of your identity and right to work in the United States on your first day of employment.

d.
Return of the copy enclosed with this letter, signed by you without modification, to my attention no later than close of business on October 3, 2018 at which time this offer will expire.

Your interim role will be at-will, which means your role is for no definite period of time and that either you or the Company may terminate your role 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 role, unless authorized in writing by the Chief Executive Officer of A&B.

This position is exempt from minimum wage and overtime requirements of the Fair Labor Standards Act and State law, and is not eligible for overtime compensation.

To accept this offer, please sign and date the enclosed duplicate.

I am confident you will contribute significantly to the Company’s success and will find your work with the Company both challenging and rewarding. I look forward to working with you.


Very truly yours ,


/s/ Son-Jai Paik
Son-Jai Paik
Senior Vice President, Human Resources





Accepted:



/s/ Diana Laing__________________ 10/1/2018____________________
Diana Laing                      Date