Alexander & Baldwin (ALEX) Proxy Filing summary

Executive summary

• A special meeting is scheduled for March 9, 2026, for shareholders to vote on a proposed merger with Tropic Merger Sub LLC, a subsidiary of Tropic Purchaser LLC, which is a joint venture of MW Group, Blackstone, and Divco West.

• Shareholders will receive $21.20 per share in cash, less a $0.35 dividend, for a net payment of $20.85 per share, subject to applicable taxes.

• The board unanimously recommends voting in favor of the merger, citing a 40% premium over the pre-announcement share price and the belief that the transaction is in the best interests of shareholders.

• BofA Securities provided a fairness opinion, concluding the merger consideration is fair from a financial point of view.

• If approved, the company will be delisted from the NYSE and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) approval of the merger agreement, (2) a non-binding advisory vote on merger-related executive compensation, and (3) approval of any adjournment of the meeting to solicit additional proxies if needed.

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstentions count as votes against.

• The advisory compensation vote is non-binding and does not affect completion of the merger.

• Dissenters' rights are available under Hawaii law for shareholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives and determined the merger was the most favorable option.

• The board considered risks, alternatives, and the likelihood of closing, and concluded the benefits outweighed the risks.

• No agreements regarding post-merger employment or compensation for directors or officers have been made as of the proxy date.