Maui Land & Pineapple Co Inc 8-K, filed May 4, 2020
Maui Land & Pineapple Co Inc (MLP)
About this 8-K
Maui Land & Pineapple Co Inc filed this 8-K on May 4, 2020, reporting on events of April 30, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): April 30, 2020
MAUI LAND & PINEAPPLE COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Hawaii |
001-06510 |
99-0107542 |
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(State of Incorporation) |
(Commission File Number) |
(IRS Employer |
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200 Village Road, Lahaina, Maui, Hawaii 96761 (Address of principal executive offices) (Zip Code) |
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(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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, without Par Value |
MLP |
NYSE |
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Appointment of Chief Financial Officer
On April 30, 2020, Maui Land & Pineapple Company, Inc. (Company), issued a press release announcing the decision of the Board of Directors (Board) to appoint Michael Hotta as Chief Financial Officer, effective May 26, 2020. Mr. Hotta will also serve as the Company’s Principal Financial Officer. A copy of this press release is furnished as Exhibit 99.1 to this Form 8-K.
Mr. Hotta has more than 25 years of accounting and financial management experience in real estate, hospitality, and food and beverage industries. Prior to joining the Company, he served as Chief Operating Officer of DK Restaurants in Honolulu, Hawaii since January 2020 and Controller of JD Painting Inc. in Honolulu, Hawaii from April 2014 to January 2020. Mr. Hotta received his bachelor's degrees in General Management and Accounting from Purdue University. Upon graduation, Mr. Hotta began his professional career as an auditor at Deloitte & Touche LLP in Maui, Hawaii, where he worked from 1993 to 1997.
In connection with Mr. Hotta’s appointment as Chief Financial Officer, the Company and Mr. Hotta entered into an employment agreement (Employment Agreement). Pursuant to the terms of the Employment Agreement, Mr. Hotta will receive an annual base salary of $190,000 and is eligible to receive annual and long-term incentive compensation. Payment of incentive compensation is payable in common stock of the Company and based on achieving predetermined thresholds under performance measurements established by the Board’s Compensation Committee.
The foregoing description of the Employment Agreement is a summary only and is qualified in its entirety by reference to the full text of the Employment Agreement.
There are no family relationships between Mr. Hotta and any director or executive officer of the Company or its subsidiaries.
ITEM 8.01. OTHER MATERIAL EVENTS
In April 2020, the Company executed a promissory note with a lender (Lender) and received loan proceeds of $246,500 pursuant to the Paycheck Protection Program (PPP) established by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and administered by the U.S. Small Business Administration (SBA). Terms of the unsecured loan include a fixed interest rate of 1.0% per annum, maturity date of two years, and no prepayment penalties. Under the CARES Act, PPP loans may be forgiven to the extent proceeds are used to cover documented payroll, mortgage interest, rent and utility costs over an eight-week measurement period.
On April 23, 2020, the United States Treasury Department and SBA issued new guidance related to the PPP. In response to this new guidance, the Company returned the entire amount of the loan to the Lender.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit Number |
Description |
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99.1 |
Maui Land & Pineapple Company, Inc. Press Release dated April 30, 2020. |
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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.
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MAUI LAND & PINEAPPLE COMPANY, INC. |
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Date: May 1, 2020 |
By: |
/s/ WARREN H. HARUKI |
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Warren H. Haruki |
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Chairman and Chief Executive Officer |
Exhibit 99.1
| NEWS RELEASE |
Contact: Scott Kodama skodama@kapalua.com |
MAUI LAND & PINEAPPLE APPOINTS MICHAEL S. HOTTA AS CFO
KAPALUA RESORT, Hawaii, April 30, 2020 (BUSINESS WIRE) --
On April 30, 2020, the Board of Directors of Maui Land & Pineapple Company, Inc. appointed Michael S. Hotta as Chief Financial Officer, effective May 26, 2020. Mr. Hotta will also serve as the Company’s Principal Financial Officer.
Born on the island of Maui, Mr. Hotta has more than 25 years of accounting and financial management experience in real estate, hospitality, and food and beverage industries. Prior to joining Maui Land & Pineapple Company, Inc., he served as Chief Operating Officer of DK Restaurants in Honolulu, Hawaii. Mr. Hotta received his bachelor's degrees in Accounting and General Management from Purdue University.
About Maui Land & Pineapple Company, Inc.
Maui Land & Pineapple Company, Inc. develops, sells, and manages residential, resort, commercial, agricultural and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and manages properties, utilities, and a nature preserve at the Kapalua Resort.
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