Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2024

MAUI LAND & PINEAPPLE COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-06510	99-0107542
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
500 Office Road, Lahaina, Maui, Hawaii 96761 (Address of principal executive offices) (Zip Code)

(808) 877-3351

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	MLP	New York Stock Exchange

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:

☐	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.07 Submission of Matters to a Vote of Security Holders

On May 15, 2024, Maui Land & Pineapple Company, Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. The number of shares of the Company’s common stock that were outstanding as of March 21, 2024, which was the record date for the Annual Meeting, was 19,680,996. The results of the voting at the Annual Meeting were as follows:

Proposal 1: Election of Directors to serve for a one-year term:

Name of Nominee	Shares Voted for	Shares Withheld	Broker Non-Votes
Glyn Aeppel	13,580,057	1,182,427	3,050,694
Stephen M. Case	14,167,776	594,708	3,050,694
Ken Ota	14,743.141	19,343	3,050,694
A. Catherine Ngo	14,741,704	20,780	3,050,694
John Sabin	14,643,254	119,230	3,050,694
R. Scot Sellers	14,647,193	115,291	3,050,694
Anthony P. Takitani	13,447,636	1,314,848	3,050,694

Proposal 2: Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers:

Shares voted for:	14,462,377
Shares voted against:	284,535
Shares abstained:	15,572
Broker non-votes:	3,050,694

Proposal 3: Ratification of the appointment of Accuity LLP as the Company’s independent registered public accounting firm for the fiscal year 2024:

Shares voted for:	17,789,689
Shares voted against:	19,212
Shares abstained:	4,277
Broker non-votes:	0

SIGNATURES

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.

	MAUI LAND & PINEAPPLE COMPANY, INC.


Date: May 16, 2024	By:	/s/ Wade K. Kodama
		Wade K. Kodama
		Chief Financial Officer

Document And Entity Information	May 15, 2024
Document Information [Line Items]
Entity, Registrant Name	MAUI LAND & PINEAPPLE COMPANY, INC.
Document, Type	8-K
Document, Period End Date	May 15, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-06510
Entity, Tax Identification Number	99-0107542
Entity, Address, Address Line One	500 Office Road
Entity, Address, Address Line Two	Lahaina
Entity, Address, City or Town	Maui
Entity, Address, State or Province	HI
Entity, Address, Postal Zip Code	96761
City Area Code	808
Local Phone Number	877-3351
Title of 12(b) Security	Common Stock
Trading Symbol	MLP
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000063330