SEC Form PRE 14C filed by Maui Land & Pineapple Company Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

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☒ Preliminary Information Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

☐ Definitive Information Statement

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NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF

THE MAJORITY STOCKHOLDER OF

MAUI LAND & PINEAPPLE COMPANY, INC.

Dear Stockholders of Maui Land & Pineapple Company, Inc.:

This notice and the accompanying information statement (the “Information Statement”) are being furnished to the stockholders of Maui Land & Pineapple Company, Inc., a Delaware corporation (“we,” “us,” “our,” or the “Company”), as of the Record Date (as defined in the Information Statement). The purpose of the Information Statement is to inform you of actions taken by Stephen M. Case, the holder of a majority of the outstanding shares of our common stock (the “Majority Stockholder”), approving and ratifying (a) the stock option grants and common stock grants under the Company’s 2017 Equity and Incentive Award Plan (the “Plan”) in 2023 and 2024 to members of its Board of Directors (the “Board”) for their service on the Board and Board committees, and (b) the stock option to purchase 400,000 shares of common stock on March 6, 2023, to R. Scot Sellers, as an inducement to cause Mr. Sellers to join the Board as a non-executive chairperson (collectively, the “Equity Awards”).

As of the close of business on the Record Date, we had 19,632,112 shares of common stock issued and outstanding, and the Majority Stockholder owned 11,983,382 shares of common stock, which represented over 61% of the voting power of the outstanding shares of common stock of the Company.

Our Board unanimously approved the Equity Awards and on August 5, 2024, the Majority Stockholder approved and ratified the Equity Awards (the “Stockholder Action”), in each case pursuant to the Delaware General Corporation Law (the “DGCL”), the Company’s certificate of incorporation (the “Certificate”), and the Company’s bylaws (the “Bylaws”). The written consent of the majority of the Company’s issued and outstanding common stock is sufficient to approve and ratify the Equity Awards under the DGCL, Certificate, and Bylaws, and the Board is not soliciting your proxy or consent in connection with the Stockholder Action.

This notice and the Information Statement are being furnished to inform our stockholders of the Stockholder Action in accordance with the requirements of Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 228(e) of the DGCL. Pursuant to the DGCL, the Stockholder Action will be deemed effective as of August 5, 2024, which date is the date in which the Majority Stockholder executed an action by written consent relating to the Stockholder Action and delivered the same to the Board. This notice and the Information Statement are being mailed to our stockholders on or about [●], 2024. The enclosed Information Statement shall constitute the notice required under Section 228(e) of the DGCL.

We urge you to read the entire Information Statement carefully for a more complete description of these matters.

THE INFORMATION STATEMENT IS FOR YOUR INFORMATION ONLY. IT IS NOT A NOTICE OF MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED IN THE INFORMATION STATEMENT.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

By Order of the Board of Directors

/s/ R. Scot Sellers                           

R. Scot Sellers

Chairman of the Board of Directors

[●], 2024

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY.

PURPOSE OF INFORMATION STATEMENT

This information statement (this “Information Statement”) is being made mailed on or about [●], 2024, to the holders of record of shares of our common stock, par value $0.0001 per share (our “Common Stock”) of Maui Land & Pineapple Company, Inc. (the “Company,” “we,” “us,” or “our”) as of the close of business on August 5, 2024 (the “Record Date”). This Information Statement is distributed to inform our stockholders of actions taken by Stephen M. Case (the “Majority Stockholder”), in his capacity as the holder of a majority of the outstanding shares of our Common Stock as of the Record Date. The Information Statement shall constitute the notice required under Section 228(e) of the Delaware General Corporation Law (“DGCL”).

OVERVIEW OF STOCKHOLDER ACTIONS

On August 5, 2024, the Majority Stockholder executed and delivered to us a written consent (the “Consent”) approving and ratifying (the “Stockholder Action”) (a) the stock option grants and Common Stock grants under the Company’s 2017 Equity and Incentive Award Plan (the “Plan”) in 2023 and 2024 to members of its Board of Directors (the “Board”) for their service on the Board and on Board committees; and (b) approving the stock option to purchase 400,000 shares on March 6, 2023, to R. Scot Sellers, as an inducement to cause Mr. Sellers to join the Board as a non-executive chairperson (collectively, the “Equity Awards”).

VOTES REQUIRED

The Board is not soliciting your consent or proxy in connection with the Stockholder Action, and no consents or proxies are being requested from stockholders.

Section 228 of the DGCL provides that stockholders of the Company may act by written consent without a meeting unless the Certificate provides otherwise. Article VI, Section C, of our Certificate provides, in relevant part, that, stockholders of the Company may act without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the actions to be taken, are signed by stockholders holding a number of outstanding shares representing not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted.

As of the close of business on the Record Date, we had 19,632,112 shares of Common Stock issued and outstanding. At the Record Date, the Majority Stockholder owned 11,983,382 shares of Common Stock, which represented over 61% of the voting power of the outstanding shares of Common Stock of the Company on the Record Date.

Equity Awards to Directors

The DGCL permits, and Article VI, Section C, of our Certificate and Article II, Section 2.9, of our Bylaws provide, that approval of the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the Company entitled to vote constitutes valid action by our stockholders. Approval of the Equity Awards by our stockholders is not required for the Equity Awards to be valid, but the stockholders may voluntarily approve and ratify the Equity Awards.

VOTES OBTAINED

The Majority Stockholder approved and ratified the Equity Awards by delivering to us the Consent without a meeting and without a vote in accordance with Section 228 of the DGCL and pursuant to our Certificate and Bylaws. Consequently, the Equity Awards were approved and ratified with the consent of the Majority Stockholder, who on the Record Date owned 11,983,382 shares of our Common Stock, which represented over 61% of the voting power of the outstanding shares of Common Stock of the Company on the Record Date.

EFFECTIVENESS OF THE STOCKHOLDER ACTIONS

Pursuant to the DGCL, the Stockholder Action relating to the Stockholder Actions will be deemed effective as of August 5, 2024, the date on which the Consent was delivered by the Majority Stockholder to the Board.

EQUITY AWARDS TO DIRECTORS

General

Prior to 2023, the Company had not previously provided any compensation to members of its Board for their service on committees of the Board and as chairpersons of such committees, and the Company did not have a non-executive chairperson of the Board. The Company’s outside consultant, Pay Governance, recommended that additional Board compensation be paid in approximately equal amounts of cash and equity. However, the Company believes that increasing the relative portion of equity compensation in lieu of cash compensation facilitates aligning the interests of directors with those of the stockholders of the Company. Consequently, the Company awarded stock option grants and common stock grants under the Corporation’s 2017 Equity and Incentive Award Plan (as amended to date, the “Plan”) in 2023 and 2024 in the amounts listed below to members of its Board for their service on the Board and for service on Board committees.

In addition, on March 6, 2023, the Company also awarded Mr. Sellers, as an inducement to cause Mr. Sellers to join the Board as a non-executive chairperson, a stock option to purchase 400,000 shares of Common Stock. The exercise price underlying each of the stock option grants on May 16, 2023, was $12.11. The exercise price underlying each of the stock option grants on May 16, 2024, was $22.25. The exercise price underlying the stock option grant on March 6, 2023, to Mr. Sellers was $9.08. The 2023 Equity Awards, the 2024 Equity Awards and the stock option granted to Mr. Sellers are collectively referred to as the “Equity Awards.”

On August 5, 2024, the Majority Stockholder executed and delivered to us the Consent approving and ratifying the Equity Awards.

The 2023 Equity Awards and 2024 Equity Awards in the tables above exclude stock awards and stock options that were subsequently cancelled and are no longer outstanding. 

Stockholder Approval

To approve and ratify the Equity Awards by our stockholders, the approval of the holders of a majority of the voting power of our outstanding Common Stock is required. As of the close of business on the Record Date, we had 19,632,112 shares of Common Stock issued and outstanding. On the Record Date, the Majority Stockholder owned 11,983,382 shares of our Common Stock, which represented over 61% of the voting power of the outstanding shares of Common Stock of the Company on the Record Date.

The Consent is sufficient to effect the Stockholder Action and no further stockholder vote or other action is required. Approval of the Equity Awards by our stockholders is not required for the Equity Awards to be valid, but the stockholders may voluntarily approve and ratify the Equity Awards. The Stockholder Action is deemed effective on August 5, 2024, which is the date that the Majority Stockholder executed the Consent and delivered the same to our Board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of August 23, 2024, by (i) each beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all of our directors and executive officers as a group. Unless otherwise indicated and subject to applicable community property and similar statutes, all persons listed below have sole voting and investment power over all shares of common stock beneficially owned.

COMPENSATION OF DIRECTORS

Director Compensation

The follow table sets forth all compensation paid or awarded to our non-employee directors for the fiscal year ended December 31, 2023.

In 2023, all non‑employee directors received cash retainer fees. We expect each director to attend Board meetings; therefore, we do not pay additional compensation for meeting attendance. Non‑employee directors were also granted restricted common stock and stock options under the 2017 Plan for the calendar year, which vest quarterly. The directors have voting and regular dividend rights with respect to the unvested restricted shares but have no right to dispose of them until such time as they are vested. Should a director depart from the Board for any reason or not be re-elected to the Board, the cash retainer, restricted share vesting, and option vesting will be prorated to the last date of service. Any unpaid cash retainer and unvested restricted shares and options due to the director’s departure from the Board will be cancelled.

DISSENTERS’ RIGHTS

Under the DGCL, holders of our Common Stock are not entitled to dissenter’s rights of appraisal with respect to the Stockholder Actions.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than the foregoing, no director, executive officer, associate of any director, executive officer or any other person has any substantial interest, direct or indirect, in the Stockholder Action.

DISTRIBUTION AND COSTS

Only one Information Statement is being delivered to multiple security holders sharing an address unless the we have received contrary instructions from one or more of the security holders. We will deliver promptly upon written or oral request a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the documents was delivered. A security holder can notify us that the security holder wishes to receive a separate copy of the Information Statement by sending a written request to us or calling us at the contract information below and requesting a copy of the Information Statement. A security holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address for all future information statements, proxy statements and annual reports. Our contact information is: Maui Land & Pineapple Company, Inc. 500 Office Road, Lahaina, HI 96761, Attention: Corporate Secretary, (808) 877-3351. We will pay the cost of preparing, printing and distributing this Information Statement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Our SEC filings are available to the public on the internet at a website maintained by the SEC located at http://www.sec.gov. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at www.mauiland.com. Information contained on our website is not a part of this Information Statement and the inclusion of our website address in this Information Statement is an inactive textual reference only.

By Order of the Board of Directors

/s/ R. Scot Sellers                           

R. Scot Sellers

Chairman of the Board of Directors

[●], 2024