Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
Alexander &
Baldwin, Inc. (the “Company”) held a special meeting of shareholders on March 9, 2026 (the “Special
Meeting”). At the Special Meeting, the Company’s shareholders were asked to vote on three proposals related to the Agreement
and Plan of Merger, dated as of December 8, 2025 (as it may be amended from time to time, the “Merger Agreement”),
by and among the Company, Tropic Purchaser LLC, a Delaware limited liability company (“Parent”), and Tropic Merger
Sub LLC, a Hawaii limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), each of which is
described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission
(the “SEC”) and first mailed to shareholders on or about January 23, 2026 (the “Definitive Proxy Statement”).
The Merger Agreement provides that, among other things, on the terms and subject to the conditions set forth therein, the Company will
merge with and into Merger Sub (the “Merger”).
As of the close of business on January 15,
2026, the record date for the Special Meeting, there were 72,820,075 shares of common stock of the Company, without par value (“common
stock”), outstanding and entitled to vote. Each share of common stock was entitled to one vote with respect to each proposal
at the Special Meeting. A total of 57,893,672 shares of common stock were represented in person or by proxy, representing 79.50% of the
shares of common stock entitled to vote at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting.
At the Special Meeting, the Company’s shareholders were asked to consider and vote on the following matters:
A proposal to approve the Merger Agreement (the “Merger Agreement Proposal”);
A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s
named executive officers that is based on or otherwise relates to the Merger (the “Advisory Merger-Related Compensation Proposal”);
and
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A proposal to approve any adjournment of the Special Meeting, if necessary, for the purpose of soliciting additional proxies if there
are not sufficient votes at the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”).
Based on the final, certified
voting report provided by the independent inspector of election, the Company’s shareholders approved all proposals considered at
the Special Meeting. The table below sets forth the voting results for each proposal.
Proposal 1 - Merger Agreement
Proposal
Votes For Votes Against Abstentions
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57,355,918 424,197 113,557
Proposal 2 - Advisory Merger-Related
Compensation Proposal
Votes For Votes Against Abstentions
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56,435,334 867,723 590,615
Proposal 3 - Adjournment Proposal
Votes For Votes Against Abstentions
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52,883,903 4,467,787 541,982
Because none of the proposals
before the Special Meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals
at the Special Meeting. No other business properly came before the Special Meeting.
Subject to the satisfaction
or waiver of all of the conditions to the closing of the Merger in the Merger Agreement, the Merger is expected to be completed on or
about March 12, 2026.
Cautionary Statement
Regarding Forward-Looking Statements
This communication includes forward-looking statements, as defined
in the U.S. federal securities laws, which involve a number of risks and uncertainties that could cause actual results to differ materially
from those contemplated by the relevant forward-looking statements. Words such as “believes,” “expects,” “anticipates,”
“intends,” “plans,” “estimates,” “projects,” “forecasts,” and future or conditional
verbs such as “will,” “may,” “could,” “should,” and “would,” as well as any
other statement that necessarily depends on future events, are intended to identify forward-looking statements. Such forward-looking statements
speak only as of the date the statements were made and are neither statements of historical fact nor 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, (i) the risk that the Merger may not be completed on the anticipated terms and timing, or at all,
including the risk that the conditions to completion of the Merger may not be satisfied, (ii) potential litigation relating to the
Merger that could be instituted against the Company or its directors or officers, including the effects of any outcomes related thereto,
(iii) the risk that disruptions from the Merger will harm the Company’s business, including current plans and operations, including
during the pendency of the Merger, (iv) the Company’s ability to retain and hire key personnel, (v) potential adverse
reactions or changes to business relationships resulting from the announcement or completion of the Merger, (vi) risks related to
diverting management’s attention from ongoing business operations, (vii) potential business uncertainty, including changes
to existing business relationships, during the pendency of the Merger that could affect the Company’s financial performance, (viii) certain
restrictions under the Merger Agreement that may impact the Company’s ability to pursue certain business opportunities or strategic
transactions, (ix) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected
factors or events, (x) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger,
including in circumstances requiring the Company to pay a termination fee, (xi) prevailing market conditions and other factors related
to the Company’s REIT status and the Company’s business, (xii) the risk factors discussed in Part I, Item 1A
of the Company’s most recent Form 10-K under the heading “Risk Factors,” Form 10-Q and other filings with
the SEC (which are available via the SEC’s website at www.sec.gov), and (xiii) those risks that are described in the Definitive
Proxy Statement that was filed with the SEC. The information in this communication should be evaluated in light of these important risk
factors. We do not undertake any obligation to update or review the Company’s forward-looking statements, except as required by
law, whether as a result of new information, future developments or otherwise.