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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Maui Land & Pineapple Company, Inc., a Delaware corporation (the “Corporatione. The undersigned also certifies that:
FIRST. The Annual Meeting was held on Wednesday, May 21, 2025, at 8:30 a.m. Hawaii Standard Time, virtually via live webcast at: meetnow.global/MYXVDCN, pursuant to notice duly given.
SECOND. As of March 27, 2025, the record date for determining the Corporation’s stockholders entitled to notice of and vote at the Annual Meeting, there were 19,742,784 shares of the Corporation’s common stock, par value $0.0001 (the “Shares”), issued and outstanding.
THIRD. Each Share was entitled to one vote; accordingly, holders of the Shares were entitled to cast an aggregate of 19,742,784 votes at the Annual Meeting.
FOURTH. The number of votes (attributable to Shares of the Corporation) present at the Annual Meeting, constituting a quorum, was as set forth below:
Present and Voting virtually in person or by Proxy: 14,476,105
Percent of Total Outstanding Votes: 73.32 %
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:
The proposals were approved at the Annual Meeting by the votes indicated:
Proposal One
To elect seven (7) directors to the Corporation’s board of directors. The following nominees were elected by the votes indicated to serve as directors for a one-year term to expire at the 2026 annual meeting of stockholders, or until their respective successors have been duly elected and qualified:
Total Votes
Total Votes for Withheld Total Broker
Name Director from Director Non-Votes
Glyn Aeppel 13,313,145 1,162,960 Stephen M. Case 13,960,222 515,883
500 Office Road, Lahaina HI 96761 | (808) 877-3351 | mauiland.com
| A. Catherine Ngo | 13,238,487 | 1,237,618 | 0 |
|---|---|---|---|
| Ken Ota | 13,310,113 | 1,165,992 | 0 |
| John Sabin | 14,340,040 | 136,065 | 0 |
| R. Scot Sellers | 14,442,761 | 33,344 | 0 |
| Anthony P. Takitani | 13,240,833 | 1,235,272 | 0 |
Proposal Two
To approve, on a non-binding, advisory basis, the compensation paid to the Corporation’s named executive officers.
| Total Votes | |
|---|---|
| For | 13,553,101 |
| Against | 912,932 |
| Abstain | 10,072 |
| Broker Non-Votes | 0 |
Proposal Three
To approve, on a non-binding, advisory basis, the frequency of future advisory votes on the compensation paid to our named executive officers.
| Total Votes | |
|---|---|
| 1 Year | 13962056 |
| 2 Years | 25557 |
| 3 Years | 275200 |
| Abstain | 213292 |
| Broker Non-Votes | 0 |
Proposal Four
To approve the amendment to the Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan to increase the total number of shares reserved for issuance by 800,000 shares.
IN WITNESS WHEREOF, the undersigned has executed this Report of Inspector of Election as of May 21, 2025.
/s/ Wade K. Kodama Wade K. Kodama, Inspector of Election
OATH OF INSPECTOR OF ELECTION
FOR 2025 ANNUAL MEETING OF STOCKHOLDERS OF MAUI LAND & PAINEAPPLE COMPANY, INC.
The undersigned, Wade K. Kodama, hereby certifies that he has been appointed as Inspector of Election for the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Maui Land & Pineapple Company, Inc., a Delaware corporation, to be held on Wednesday, May 21, 2025 at 8:30 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 Office of Inspector of Election as of Wednesday, May 21, 2025.
/s/ Wade K. Kodama Wade K. Kodama, Inspector of Election