Maui Land & Pineapple Company (MLP) Proxy Filing summary

Executive summary

• The 2025 Virtual Annual Meeting will be held on May 21, 2025, with voting on four key proposals, including director elections, executive compensation, frequency of say-on-pay votes, and an amendment to the equity plan.

• The Board unanimously recommends voting in favor of all proposals and director nominees.

• Proxy materials are distributed electronically, with options for paper copies upon request.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors for a one-year term, approving executive compensation (say-on-pay), setting the frequency of future say-on-pay votes, and amending the 2017 Equity and Incentive Award Plan to add 800,000 shares.

• The Board recommends annual say-on-pay votes and supports the equity plan amendment to support retention and motivation of key personnel.

• No timely shareholder proposals or nominations were received for this meeting.

• Procedures and deadlines for future shareholder proposals and nominations are detailed, with specific requirements for form and timing.

Board of directors and corporate governance

• All seven director nominees are current board members with diverse backgrounds in real estate, finance, law, and community leadership.

• The Board and all committees are composed entirely of independent directors.

• The Board separates the roles of CEO and Chairperson for enhanced oversight.

• Three standing committees (Audit, Compensation, Nominating and Governance) conduct regular meetings and annual self-evaluations.

• The Nominating and Governance Committee considers diversity broadly but has no formal diversity policy.