MAUI LAND & PINEAPPLE COMPANY, INC.
MAUI LAND & PINEAPPLE COMPANY, INC. REPORT OF INSPECTOR OF ELECTION
The undersigned, Wade K. Kodama, hereby certifies that he was duly appointed and accepted such appointment as Inspector of Election for the 2024 Annual Meeting of Stockholders of Maui Land & Pineapple Company, Inc., a Delaware corporation (the “Corporation”), held on Wednesday, May 15, 2024 (the “Annual Meeting”) at 10:00 a.m. Hawaii Standard Time. The undersigned also certifies that:
FIRST. The Annual Meeting was held commencing at approximately 10:00 a.m. Hawaii Standard Time on Wednesday, May 15, 2024 virtually by means of remote communication by:
URL: https://apps.computershare.com/MeetingsShareholderWeb/Attendee?Code=MZVUUTK&In vitation=&Locale=en
SECOND. There were issued and outstanding at the close of business on March 21, 2024, the record date for determining the Corporation’s stockholders entitled to notice of and to vote at the Annual Meeting, 19,680,996 shares of the Corporation’s voting common stock, par value $0.0001.
FOURTH. The number of votes (attributable to voting common stock of the Corporation) present at the Annual Meeting, constituting a quorum, was as set forth below:
The proposals were approved at the Annual Meeting by the votes indicated:
Present and Voting virtually in person or by Proxy: 17,813,178
Proposal One
The undersigned hereby further certifies that he has duly performed his duties as Inspector of Election, inspected or caused to be inspected the signed proxies and ballots used at the Annual Meeting and found the same to be in proper form, and the following is a record of the votes cast at the Annual Meeting virtually in person or by proxy:
Percent of Total Outstanding Votes: 90.51 %
| Name | Total Votes for Director | Total Votes Withheld from Director | Total Broker Non-Votes |
|---|---|---|---|
| Glyn Aeppel | 13,580,057 | 1,182,427 | 3,050,694 |
| Stephen M. Case | 14,167,776 | 115,291 | 3,050,694 |
| A. Catherine Ngo | 14,741,704 | 20,780 | 3,050,694 |
| Ken Ota | 14,743,141 | 19,343 | 3,050,694 |
| John Sabin | 14,463,254 | 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 Two
To approve, on a non-binding, advisory basis, the compensation of the Corporation’s named executive officers.
| Total Votes | |
|---|---|
| For | 14,462,377 |
| Against | 284,535 |
| Abstain | 15,572 |
| Broker Non-Votes | 3,050,694 |
Proposal Three
To ratify the appointment of Accuity LLP as the Corporation’s independent registered public accounting firm.
| Total Votes | |
|---|---|
| For | 17,789,689 |
| Against | 19,212 |
| Abstain | 4,277 |
| Broker Non-Votes | 0 |
IN WITNESS WHEREOF, the undersigned has executed this Report of Inspector of Election as of May 15, 2024.
OATH OF INSPECTOR OF ELECTION
FOR 2024 ANNUAL MEETING OF STOCKHOLDERS OF MAUI LAND & PINEAPPLE COMPANY, INC.
The undersigned, Wade K. Kodama, hereby certifies that he has been appointed as Inspector of Election for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Maui Land & Pineapple Company, Inc., a Delaware corporation, to be held on Wednesday, May 15, 2024 at 10:00 a.m. Hawaii Standard Time. The undersigned hereby swears under penalty of perjury to carry out and perform the duties and functions of Inspector of Election to the best of his ability and in accordance with the laws of the State of Delaware, and that he will faithfully and diligently canvass the votes cast at the Annual Meeting and make a true report of the results thereof.
IN WITNESS WHEREOF, the undersigned has executed this Oath of Inspector of Election as of Wednesday, May 15, 2024.
/s/ Wade K. Kodama Wade K. Kodama, Inspector of Election