Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Payment of Filing Fee (Check all boxes that apply):

March 18, 2021

To Our Shareholders:

We are pleased to invite you to our 2021 Annual Meeting of Shareholders, which will be held on Wednesday, April 28, 2021 at 8:30 a.m., local time, via conference call at (866) 316-1519, PIN = 42323766#, due to local restrictions and guidelines related to the COVID-19 pandemic.

At the meeting, shareholders will vote to (i) elect five members to our Board of Directors for a one‑year term; (ii) approve, on a non‑binding advisory basis, compensation paid to our named executive officers; (iii) ratify the appointment of our independent registered public accounting firm to serve for fiscal year 2021; and (iv) transact such other business as may properly come before the meeting or any continuation, postponement, or adjournment of the meeting. We know of no other matters to be presented at the meeting.

This meeting is an opportunity to communicate with our shareholders and it is important that your shares be represented and voted whether or not you expect to attend the meeting.  You can vote by proxy or by attending the meeting via conference call.  If you wish to vote your shares by proxy, you can vote using the Internet, by telephone, by requesting a paper proxy card to complete and return by mail, or by following the voting instructions forwarded by your bank, broker, or other holder of record. Please review the instructions in the enclosed Proxy Statement or the Important Notice Regarding the Availability of Proxy Materials regarding each of these voting options. If you attend the meeting via conference call, you may withdraw your proxy and vote at the time, if you wish.  However, even if you plan to attend the meeting via conference call, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the meeting.

Your vote is important so please ensure that your shares are represented. Thank you for your continued support of Maui Land & Pineapple Company, Inc.

Maui Land & Pineapple Company, Inc.
200 Village Road, Lahaina, HI 96761

Phone: 808.877.3893       Fax: 808.665.0641

MAUI LAND & PINEAPPLE COMPANY, INC.

200 Village Road

Lahaina, Hawaii 96761

(808) 877‑3351

May 16, 2022

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSTo Our Shareholders:

TO THE SHAREHOLDERS OF MAUI LAND & PINEAPPLE COMPANY, INC.:

Notice is hereby given thatWe are pleased to invite you to the 2022 Virtual Annual Meeting of Shareholders, or the Annual Meeting, of Maui Land & Pineapple Company, Inc., or the Company, which will be held on Wednesday, April 28, 2021June 29, 2022 at 8:30 a.m., local time,Hawaii Standard Time, via conference call at (866) 316-1519, PIN = 42323766#, due42323766#. The attached notice and proxy statement describe the formal business to local restrictionsbe transacted at the Annual Meeting.

We are furnishing proxy materials to our shareholders over the Internet. You may read, print and guidelines relateddownload our proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 at http://www.edocumentview.com/MLP. On May [ ], 2022, we mailed our shareholders a notice containing instructions on how to access these materials and how to vote their shares. The notice provides instructions regarding how you may request a paper copy of these materials by mail, telephone or email. If you requested your materials via email, the email contains voting instructions and links to the COVID-19 pandemic, formaterials on the following purposes:Internet.

The accompanying proxy statement provides information regarding the matters we are asking you to consider and vote upon at the Annual Meeting, which are:

OurThe Board of Directors recommends that you vote in favor of the foregoing itemsCompany, or the Board, has set May 5, 2022 as the record date for the Annual Meeting. Only shareholders of record as of the close of business which are more fully described inon that date will be able to attend and vote during the Proxy Statement accompanying this Notice.Annual Meeting. A list of our shareholders of record as of the close of business on the record date will be available for inspection by any of our shareholders for any purpose germane to the Annual Meeting during normal business hours at our principal executive offices, 200 Village Road, Lahaina, HI 96761.

ShareholdersThe Board has determined that the matters to be considered at the Annual Meeting are in the best interests of recordthe Company and its shareholders. For the reasons set forth in the proxy statement, the Board unanimously recommends a vote “FOR” each matter to be considered.

Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read the accompanying proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, and the additional information in the accompanying Proxy Statement. If you requested to receive printed proxy materials, you may also refer to the instructions on the proxy card enclosed with those materials.

Thank you for your continued support of Maui Land & Pineapple Company, Inc. (NYSE: MLP) Common Stock at the close of business on March 9, 2021 are entitled to notice of and to vote at the Annual Meeting or any postponements or adjournments thereof.

Your attention is directed to the enclosed Proxy Statement.

Dated: MarchApproximate Date of Mailing of Notice of Internet Availability of Proxy Materials:

May 18, 20212022

TABLE OF CONTENTS

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE VOTE AS PROMPTLY AS POSSIBLE BY USING THE INTERNET, BY TELEPHONE, BY REQUESTING A PAPER PROXY CARD TO COMPLETE AND RETURN BY MAIL, OR BY FOLLOWING THE VOTING INSTRUCTIONS FORWARDED BY YOUR BANK, BROKER OR OTHER HOLDER OF RECORD. FOR SPECIFIC INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD OR THE INFORMATION FORWARDED BY YOUR BANK, BROKER OR OTHER HOLDER OF RECORD. EVEN IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE VIA CONFERENCE CALL IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BANK, BROKER OR OTHER NOMINEE AND YOU WISH TO VOTE VIA CONFERENCE CALL AT THE MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM SUCH BANK, BROKER OR OTHER NOMINEE.

MAUI LAND& PINEAPPLE COMPANY,INC.

200 Village Road

Lahaina, Hawaii 96761

(808)877‑3351

PROXY STATEMENT

FOR

General Information Regarding the Annual Meeting2022 VIRTUAL ANNUAL MEETING

OF

MAUI LAND& PINEAPPLE COMPANY,INC.

200 Village Road

Lahaina, Hawaii 96761

(808)877‑3351

GENERAL INFORMATION REGARDING THE ANNUAL MEETING

This proxy is solicited on behalf of the Board of Directors, or the Board, of Maui Land & Pineapple Company, Inc., a Hawaii corporation, in connection with the solicitation of proxies for use at the 20212022 Virtual Annual Meeting of Shareholders, or the Annual Meeting, to be held virtually on Wednesday, April 28, 2021June 29, 2022 at 8:30 a.m., local time, via conference call at (866) 316-1519, PIN = 42323766#, due to local restrictions and guidelines related to the COVID-19 pandemic42323766#, or any continuation, postponement or adjournment thereof, for the purposes discussed in this Proxy Statement. Proxies are solicited to give all shareholders of record an opportunity to vote on matters properly presented at the Annual Meeting.

In accordance with rules and regulations adopted byNotice of Internet Availability of Proxy Materials

Pursuant to the U.S. Securities and Exchange Commission, or the SEC, “notice and access” rules, which allow companies to furnish their proxy materials over the Internet, we intend to mail to our shareholders a Notice of Internet Availability of Proxy Materials, or the Notice, instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials on the Internet. You will not receive a printedpaper copy of the proxy materials on or about May 18, 2022. We sometimes refer to this Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, or the 2021 Annual Report, and the proxy card, together as the “Proxy Materials.”

We will also provide access the Proxy Materials over the Internet on or about May 18, 2022. You may read, print and download the Proxy Materials at http://www.edocumentview.com/MLP .

Because we are furnishing the Notice to our shareholders of record, you will not receive printed Proxy Materials unless you request them. IfInstead, the Notice instructs you would preferon how to receive printed proxy materials, please followaccess and review all of the instructions for requesting such materialsimportant information contained in the Important Notice Regarding the Availability of Proxy Materials. This process is designed to expedite shareholders' receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.

On or around March 18, 2021, we mailed to our shareholders – other than to certain street name shareholders or those who previously requested electronic or paper delivery – an Important Notice Regarding the Availability of Proxy Materials which contains instructions on how you may access and review on the Internet all of our proxy materials, including this Proxy Statement and our 2020 Annual Report on Form 10-K. The Important Notice Regarding the Availability of Proxy Materialselectronically. It also instructs you on how you may votesubmit your proxy over the Internet, by toll-free number, or virtually at the Annual Meeting. After receiving the Notice, shareholders can request to receive a paper copy of the Proxy Materials by mail. In addition, the Notice contains instructions on the Internet.how shareholders may request to receive Proxy Materials electronically by e-mail. 

As used in this Proxy Statement, the terms the “Company,” “we,” “our” and “us” refer to Maui Land & Pineapple Company, Inc.

Who Can VoteVoting Eligibility and Procedures

Holders of record of shares of our Common Stock,common stock, no par value, at the close of business on March 9, 2021,May 5, 2022, or the Record Date, will be entitled to notice of, and to vote at, the Annual Meeting. The securities entitled to vote at the Annual Meeting consist of shares of Common Stock,our common stock, with each share entitling its owner to one vote per share on each matter properly brought before the Annual Meeting. Shareholders will not be entitled to cumulate their votes in the election of directors.

YourHolders of Record- If, on the Record Date, your shares of common stock of the Company, no par value, or our common stock, were registered directly in your name with our transfer agent, Computershare Limited, then you are a “holder of record.” As a holder of record, you may be votedvote at the virtual Annual Meeting, or you may vote by proxy. Whether or not you plan to attend the Annual Meeting only ifvirtually, we urge you attending via conference call or represented byto vote your shares using one of the voting methods described in this Proxy Statement and the Notice. If you are a valid proxy. Ifholder of record and you indicate when voting that you wish to vote as recommended by the Board, or if you submit a vote by proxy without giving specific voting instructions, then the proxyholders will vote your shares as recommended by proxy, you can vote by using the Internet, by telephone, by requesting a paper proxy card to completeBoard on all matters described in this Proxy Statement. Warren H. Haruki and return by mail or by followingWade K. Kodama, the voting instructions forwarded by your bank, broker, or other holderdesignated proxyholders, are members of record. Voting by proxy on the Internet or by telephone may not be available to all shareholders. For specific instructions on voting, please refer to the Important Notice Regarding the Availability of Proxy Materials or the information forwarded by your bank, broker or other holder of record.our management.

The Internet and telephone voting facilities will closeBeneficial Owners- If, on the Record Date, your shares were held in an account at 11:59 p.m. Eastern Time on April 27, 2021. Shareholders who vote through the Internet should be aware that they may incur costs to access the Internet, such as usage charges from telephone companiesa bank, broker, dealer, or Internet service providers and that these costs must be borne by the shareholder. Shareholders who vote by Internetother nominee, or telephone need not return a proxy card by mail. IfNominee, then you are the beneficial owner“beneficial owner” of shares held in “street name” by a broker, bank or other nominee, collectively referred to inand this Proxy Statement asis being made available to you by that Nominee. The Nominee holding your account is considered the holder of record for purposes of voting at the virtual Annual Meeting. As a “Nominee” thenbeneficial owner, you have the right to direct your Nominee as the record owner ofon how to vote the shares mustin your account. You are also invited to attend the Annual Meeting virtually. However, if you are not the holder of record, you may not vote thoseyour shares in accordance withat the Annual Meeting unless you request and obtain a valid “legal proxy” or obtain a control number from your instructions.Nominee. Please refer to the instructions they will provide to youcontact your Nominee directly for voting your shares.additional information.

A list of shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder for any purpose germane to the Annual Meeting during ordinary business hours at our principal corporate office at 200 Village Road, Lahaina, Hawaii 96761 for the ten days prior to the Annual Meeting.

Shares Outstanding and Quorum

As of the Record Date, approximately 19,389,85819,517,186 shares of Common Stockour common stock were issued and outstanding. Votes cast by proxy or via conference call at the Annual Meeting will be tabulated to determine whether or not a quorum is present for the transaction of business at the meeting. A quorum will exist if a majority of shares of Common Stockour common stock issued and outstanding as of the Record Date are represented at the meeting, either virtually via conference call or by proxy.

Proxies

Shares of our Common Stockcommon stock represented by properly executed proxies received by us at or prior to the Annual Meeting and not subsequently revoked will be voted as directed in those proxies. If no directions are given by a proxy, shares represented thereby will be voted (i) in favor of: (i) the election of electing our Board’s five nomineesStephen M. Case, Warren H. Haruki, David A. Heenan, Anthony P. Takitani and Arthur C. Tokin as directors;directors to serve for a one-year term to expire at the 2023 Annual Meeting of Shareholders or until their successors are elected and qualified; (ii) in favorthe approval, on a non-binding advisory basis, of approving the compensation paid to our named executive officers; and (iii) in favorthe ratification of the ratificationappointment of Accuity LLP as our independent registered public accounting firm. The proxy confers discretionary authority onfirm for fiscal year 2022; (iv) the persons it namesapproval of the re-incorporation of the Company from a Hawaii corporation to a Delaware corporation; and (v) the transaction of such other business as to all other matters that may comebe properly brought before the Annual Meeting and atmeeting or any continuation, postponement or adjournment thereof. Our Board of Directors, or our Board knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. In addition, no shareholder proposals or nominations were received on a timely basis, so no such matters may be brought to a vote at the Annual Meeting.

Proposals

At the Annual Meeting, stockholders will act upon the following proposals:

Board Recommendations

The Board recommends you vote:

Unless contrary instructions are indicated, all shares represented by valid proxies received pursuant to this solicitation (and which have not been revoked in accordance with the procedures set forth below) will be voted (1) “FOR” the election of Stephen M. Case, Warren H. Haruki, David A. Heenan, Anthony P. Takitani and Arthur C. Tokin to each serve for a one year term to expire at the 2023 Annual Meeting of Shareholders or until their successors are elected and qualified; (2) “FOR” the approval, on a non-binding advisory basis, of the compensation paid to our named executive officers; (3) “FOR” the ratification of the appointment of Accuity LLP as our independent registered public accounting firm for fiscal year 2022; (4) “FOR” the approval of the re-incorporation of the Company from a Hawaii corporation to a Delaware corporation, including the Delaware Certificate of Incorporation; and (5) in accordance with the recommendation of the Board, “FOR” or “AGAINST” all other matters as may properly come before the Annual Meeting. In the event a shareholder specifies a different choice by means of the enclosed proxy, such shares will be voted in accordance with the specification made.

Voting Requirements to Approve each Proposal

The voting requirements to approve each of the proposals to be voted upon at the Annual Meeting, as well as the effects of withheld votes, votes against, abstentions and broker non-votes on each of the proposals, are as follows:

Abstentions and Broker Non‑Votes

Abstentions

When an eligible voter attends the meeting via conference call but decides not to vote, his or her decision not to vote is called an “abstention.” Properly executed proxies that indicate “abstain” or “withhold authority” on any proposal will be treated as abstentions for that proposal. We will treat abstentions as follows:

Broker Non‑Votes

If you are the beneficial owner of shares held in “street name” by a Nominee, then your Nominee, as the record owner of the shares, must vote those shares in accordance with your instructions. “Broker non‑votes” occur when shares held by a Nominee for a beneficial owner are not voted with respect to a particular proposal because (i) the broker does not receive voting instructions from the beneficial owner, and (ii) such proposal is a non‑routine proposal for which the Nominee lacks the discretionary authority to vote the shares. Whether a proposal is routine or non‑routine is determined under the rules of the New York Stock Exchange, or NYSE. Thus, when no voting instructions are received and a Nominee lacks the discretion to vote on his or her clients’ behalf, Nominees are generally required to return the proxy (or a substitute) marked with an indication that the Nominee lacks voting power over that particular proposal. This type of response is known as a “broker non‑vote.” We will treat broker non‑votes as follows:

Proposal Nos. 1 and 2 relating to the election of directors and advisory votes concerning executive compensation are considered non‑routine and therefore cannot be voted upon by your Nominee. Proposal No. 3 relating to the ratification of our independent registered public accounting firm is considered to be routine and therefore may be voted upon by your Nominee if you do not give instructions for the shares held by such Nominee.

Counting of Votes

Directors are elected by a plurality of votes cast, so the nominees who receive the most votes will be elected. Abstentions will not be taken into account in determining the election of directors and broker non‑votes will result if we do not receive voting instructions from your Nominee because the election of directors is a non‑discretionary matter. Broker non-votes will not be counted for any purpose in determining whether this proposal has been approved.

Approval of the non‑binding advisory resolution regarding the compensation of our named executive officers will require the affirmative vote of a majority of the shares attending via conference call or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same effect as votes against the proposals. Broker non‑votes will not be counted for any purpose in determining whether this proposal has been approved.

Ratification of our independent registered public accounting firm will require an affirmative vote of a majority of shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same effect as votes against the proposal. Because the ratification of our independent registered public accounting firm is a routine matter, broker non‑votes will not result for this item.

Revocation of Proxy

If you are a shareholder of record and vote by proxy, you may revoke your proxy at any time before it is voted by:

Your attendance at the Annual Meeting via conference call will not have the effect of revoking your proxy unless you give written notice of revocation to our Chief Financial Officer before the polls are closed. Any written notice revoking a proxy should be sent to our Chief Financial Officer at 200 Village Road, Lahaina, Hawaii 96761, and must be received before the polls are closed.

If your shares are held in the name of a Nominee, you may change your vote by submitting new voting instructions to your Nominee. Please note that if your shares are held of record by a Nominee and you decide to attend and vote at the Annual Meeting, your vote via conference call at the Annual Meeting will not be effective unless you present a legal proxy, issued in your name from your Nominee in advance of the Annual Meeting.

Solicitation of Proxies

We will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing (when requested) of this Proxy Statement, the proxy and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or employees. No additional compensation will be paid to directors, officers or employees for such services.

Result Announcement

The preliminary voting results will be announced at the virtual Annual Meeting. The final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

Shareholder Proposals and Nominations

Under Rule 14a‑8 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act, in order for business to be properly brought by a shareholder before an annual meeting, our Chief Financial OfficerChairman, President or Secretary must receive, at our corporate office, written notice of the matter not less than 120 days prior to the first anniversary of the date our proxy statement was released to shareholders in connection with the preceding year’s annual meeting. Thus, proposals of shareholders intended to be presented pursuant to Rule 14a‑8 under the Exchange Act must be received at our principal corporate office at 200 Village Road, Lahaina, Hawaii 96761 on or before November 18, 2021March 1, 2023 in order to be considered for inclusion in our proxy statement and proxy card for the 20222023 Annual Meeting.

Our Bylaws contain additional requirements that must be satisfied for any proposal of shareholders made other than under Rule 14a‑8. Compliance with these requirements will entitle the proposing shareholder only to present such proposals or nominations before the meeting, not to have the proposals or nominations included in our proxy statement or proxy card. Such proposals or nominations may not be brought before an annual meeting by a shareholder unless the shareholder has given timely written notice in proper form of such proposal or nomination to our Chairman, & Chief Executive Officer.President, or Secretary. Such proposals or nominations may be made only by persons who are shareholders of record on the date on which such notice is given and on the record date for determination of shareholders entitled to vote at that meeting. Shareholder notices of any proposals or nominations intended to be considered at the 20222023 annual meeting of shareholders, or the 20222023 Annual Meeting, will be timely under our Bylaws only if received at our principal corporate office no earlier than December 29, 2021March 1, 2023 and no later than January 28, 2022.March 31, 2023. However, if the 20222023 Annual Meeting is called for a date that is not within thirty days before or after April 28, 2022,June 29, 2023, any such notice will be timely only if it is received no later than the close of business on the tenth day following the date of the first mailing of the notice of our 20222023 Annual Meeting or the date of the public disclosure of the date of our 20222023 Annual Meeting, whichever is earlier.

To be in proper written form, a shareholder’s notice concerning a proposal to be presented at an annual meeting must comply with the terms of our bylaws and set forth as to each matter the shareholder proposes to bring before the annual meeting:

To be in proper written form, a notice concerning a nomination for election to ourthe Board must comply with the terms of our bylaws and set forth as to each person whom the shareholder proposes to nominate for election as a director:

and as to the shareholder giving the notice:

A notice concerning a nomination for election to ourthe Board must be accompanied by a written consent of each proposed nominee being named as a nominee and to serve as a director if elected.

In addition, no person will be eligible for election as a director if such election would cause us to have insufficient “independent directors” within the meaning of the listing standards of the NYSE.

Any notice concerning proposals or nominations sought to be considered at an annual meeting should be addressed to our Chairman, & Chief Executive Officer or Secretary at our principal corporate office, located at 200 Village Road, Lahaina, Hawaii 96761. The full text of the Bylaws provisions referred to above, which also set forth requirements and limitations as to shareholder proposals or nominations to be considered at any special meeting, may be obtained by contacting our Chief Financial Officer at the foregoing address, by telephone at 808‑665‑5458,5452, or e‑mail at mhotta@kapalua.comwkodama@kapalua.com.

Multiple Shareholders Sharing the Same Address

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

OwnersThis Proxy Statement contains forward-looking statements within the meaning of Common Stockthe federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “anticipate,” “believe,” “continue,” “could,” “expect,” “intend,” “may,” “will,” or the negative of such terms, or other comparable terminology. Forward-looking statements include the assumptions underlying or relating to such statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations and financial condition.

The outcomes of the events described in street name may receive a notice from their Nominee statingthese forward-looking statements are subject to risks, uncertainties and other factors described in the section entitled “Risk Factors,” and elsewhere, in our 2021 Annual Report. We cannot assure you that only one proxy statementthe events and circumstances reflected in the forward-looking statements will be deliveredachieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements.

The forward-looking statements made in this Proxy Statement relate only to multiple security holders sharing an address. This practice, knownevents as “householding,” is designed to reduce printing and postage costs. However, if any shareholder residing at such an address wishes to receive a separate proxy statement, or if a household is currently receiving multiple copies of the same items anddate of this Proxy Statement. We undertake no obligation to update any shareholder would like inforward-looking statement to reflect events or circumstances after the future to receive only a single copy at his or her address, he or she may contact our Chief Financial Officer at 200 Village Road, Lahaina, Hawaii 96761 or by telephone at 808‑665‑5458, or e‑mail at mhotta@kapalua.com.date on which the statement is made.

MATTERS TO BE VOTED UPON

PROPOSAL 1: Election of DirectorsTO ELECT FIVE DIRECTORS TO SERVE FOR A ONE-YEAR TERM TO EXPIRE AT THE 2023 ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED

General Information—Election of Directors

Our Board currently consists of five members who were elected for a one‑year term or until their successors are elected or appointed and qualified. Based upon the recommendation of our Nominating and Governance Committee, ourthe Board has nominated the following individuals for election to ourthe Board for the term that ends at the 2022 Annual Meeting: Messrs. Stephen M. Case, Warren H. Haruki, David A. Heenan, Anthony P. Takitani and Arthur C. Tokin. All nominees currently serve on ourthe Board.

In the event that any person nominated as a director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote the proxies in their discretion for any nominee who is designated by the current Board to fill the vacancy. We do not expect that any of the nominees will be unavailable to serve.

It is the Company’s policy to encourage directors and director nominees to attend the Annual Meeting. We expect that all of our director nominees will attend the Annual Meeting.

Set forth below is biographical information for each nominee for election at the Annual Meeting. There are no family relationships among any of our directors or executive officers.

RecommendedVote

The election of each of our director nominees requires a plurality of the votes cast by the shares of common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that the five nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Shareholders may vote “FOR,” or “WITHHOLD” with respect to this Proposal 1. A “WITHHOLD” vote with respect to a director nominee will not count as a vote cast for that or any other nominee, and thus will have no effect on the outcome of the vote on this proposal.

This proposal is considered a non-routine matter under applicable stock exchange rules. A bank, broker or other Nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal. Broker non-votes will not count as votes cast on this proposal, and thus will have no effect on the outcome of the vote.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE FIVE PERSONS NOMINATED BY OUR BOARD.BOARD TO SERVE AS A DIRECTOR FOR A ONE-YEAR TERM TO EXPIRE AT THE 2023 ANNUAL MEETING OF SHAREHOLDERS OR UNTIL HIS SUCCESSOR IS ELECTED AND QUALIFIED.

INFORMATION REGARDING DIRECTOR NOMINEES

The following information sets forth the names, ages, and positions of our current directors and executive officers as of May 2, 2022.

Directors

Our Board is currently comprised of five members, each of whom serve for a one‑year term until our 2022 annual meeting of shareholders or until their successors are elected or appointed and qualified. The following biographical information discloses each director’s age, business experience and other directorships held during the past five years. It also includes the experiences, qualifications, attributes and skills that led to the conclusion that the individual should serve as our director.

Director IndependenceINFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE

BothCommunications with the listing standardsBoard

All interested parties wishing to submit written communications to our management and non‑management directors should address their communications to: Board of Directors of Maui Land & Pineapple Company, Inc., or to the specified individual director, c/o Chief Financial Officer, 200 Village Road, Lahaina, Hawaii 96761. All such correspondence will be forwarded to the specified director or in the absence of such specification, to our lead independent director.

Code of Ethics

We adopted a Code of Business Conduct and Ethics, or Code of Ethics, in March 2008, which applies to all of our directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics is available on our website at www.mauiland.com/investor.shtml. We will disclose any amendment to, or waiver from, any provision of the NYSECode of Ethics by posting such information on our website.

Board Leadership Structure and our Bylaws require thatRisk Oversight

Our Board does not have a majority of our Board be independent within the meaning of the listing standards of the NYSE. Our Nominating and Governance Committee annually evaluates the independence of each director and nominee for director, based on the rules prescribed by the listing standards of the NYSE and an evaluation of the transactions, if any, between us andpolicy, one way or the other, entities with whomon whether the director has an affiliation. After completing its annual evaluation, our Nominating and Governance Committee concluded that (i) Warren H. Haruki, who is Chairman of our Board, is not independent because he servessame person should serve as both our Chief Executive Officer;Officer and (ii) Stephen M. Case is not independent becauseChairman of the materialityBoard or whether the Chairman should be a non‑employee director. Our Board believes that it should have the flexibility to make this determination at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time. Over the past several years, we have had different leadership structures reflecting our circumstances at the time. Our Board believes that the current leadership structure, with Mr. Haruki serving as Chairman of the Board and Chief Executive Officer, is appropriate, given Mr. Haruki’s experience in serving in both of these roles, his beneficial ownershipstrong leadership capability and the efficiency of having the roles combined. Pursuant to past practice, whenever the Chairman is an employee of the Company, the Board selects a “lead independent director.” Mr. Tokin currently serves as the lead independent director and as such, presides over meetings of the non‑management directors. We believe that this leadership structure provides the appropriate level of independent oversight necessary to ensure that the Board meets its fiduciary obligations to our shareholders, that the interests of management and our shareholders are properly aligned, and that we establish and follow sound business practices and strategies that are in the best interests of our shareholders.

Our Audit Committee oversees our risk management functions, the purpose of which is to identify potential events and risks that may affect our business and objectives including, without limitation, financial, cybersecurity and compliance risks. To fulfill this duty, the committee works with our external auditors and management to highlight significant enterprise‑wide risks, to establish operational plans to control and mitigate risks and to monitor and review the risk management function. Our Audit Committee discusses its findings with the Board and consults with the Board on all major decisions.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. 

No Hedging or Pledging Policy

The Insider Trading Policy that was adopted by the Board prohibits our directors, officers, employees and consultants from hedging the economic interest in our outstanding shares. Our Board has affirmatively determined that Messrs. Heenan, Takitanisecurities, and Tokin are independent pursuant tofrom pledging our securities, except for certain pledges of securities as collateral for loans with the NYSE standards for independence.prior approval of our chief executive officer.

Board Meetings and Committees

INFORMATION REGARDING COMMITTEES OF THE BOARD

Our Board has established three standing committees: our Audit Committee, our Compensation Committee, and our Nominating and Governance Committee. Our Board has approved a written charter for each of these committees, and each such charter as well as our Corporate Governance Guidelines are posted on our website at www.mauiland.com/investor.shtml.

Board and Committee Meetings

During 2020, our2021, the Board held four meetings; our Audit Committee held four meetings; our Compensation Committee held two meetings; and our Nominating and Governance Committee held one meeting. Our Board and each committee conduct annual self‑evaluations of their effectiveness. In 2020,2021, all directors attended 100% of the aggregate meetings of ourthe Board and committees on which they serve. The non‑management directors met twice in 20202021 with Mr. Tokin, the lead independent director, presiding at such meeting.meetings. Board members are encouraged, but not required, to attend our annual meetings. Each of the directors attended the 2021 Annual Meeting of Shareholders.

Audit Committee

Members of our Audit Committee are currently Messrs. Tokin (Chairman), Heenan and Takitani. All of our Audit Committee members are independent, as defined by the listed company standards of the NYSE and by the rules of the SEC. Our Board has determined that all members of our Audit Committee are “audit committee financial experts” as defined in the rules and regulations of the SEC.

Our Audit Committee is responsible for, among other things, monitoring the integrity of our consolidated financial statements, our system of internal accounting controls and financial reporting processes, and the overall performance of our internal auditors. Our Audit Committee is also responsible for hiring, determining compensation for, and reviewing the independence and performance of, our independent registered public accounting firm. See “Report of the Audit Committee.”

Compensation Committee

Members of our Compensation Committee are currently Messrs. Heenan (Chairman), Takitani and Tokin. All of our Compensation Committee members are independent, as defined by the listed company standards of the NYSE and by the rules of the SEC.

Our Compensation Committee reviews and approves the compensation plans, salary recommendations and other matters relating to compensation of our named executive officers and directors. Compensation recommendations regarding the named executive officers (except for the Chief Executive Officer) and directors are generally provided to our Compensation Committee by our Chief Executive Officer and approved by the committee. Our Chief Executive Officer’s total compensation is recommended by our Compensation Committee and approved by ourthe Board. Our Compensation Committee generally retains the services of a compensation consultant to evaluate the compensation of our named executive officers and directors.

Our Compensation Committee has the sole authority to retain and terminate outside counsel and other outside experts or consultants, at our expense, as deemed appropriate.

Nominating and Governance Committee

Members of our Nominating and Governance Committee are currently Messrs. Takitani (Chairman) Heenan and Tokin. All of our Nominating and Governance Committee members are independent, as defined by the listed company standards of the NYSE and by the rules of the SEC.

Our Nominating and Governance Committee identifies, evaluates, and recommends qualified candidates to ourthe Board for nomination and election. Our Nominating and Governance Committee’s policy with respect to director candidates recommended by shareholders is that it will consider any such director candidates on the same basis as candidates identified by the committee. Names and resumes of prospective directors should be addressed to Nominating and Governance Committee of Maui Land & Pineapple Company, Inc., c/o Chief Financial Officer, 200 Village Road, Lahaina, Hawaii 96761. See “General Information Regarding the Annual Meeting—Shareholder Proposals and Nominations” above.

The criteria that will be applied in evaluating any candidate considered by our Nominating and Governance Committee, including those recommended by shareholders, includes whether or not the candidate:

Policy for Consideration of Director Nominees

Our Nominating and Governance Committee has not adopted any formal diversity policy with respect to the nomination of qualified director candidates. However, our Nominating and Governance Committee may consider diversity, broadly defined to include a diversity of opinions, perspectives and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics, in the context of the requirements of ourthe Board at any specific point in time.

Our Nominating and Governance Committee identifies nominees for positions on ourthe Board by requesting names of potential candidates from the other Board members and from our executive officers. The full Board is responsible for final approval of new director candidates, as well as the nomination of existing directors for reelection. With respect to existing directors, prior to making its recommendation to the full Board, our Nominating and Governance Committee, in consultation with the Chairman of ourthe Board, reviews each director’s continuation on ourthe Board as a regular part of the nominating process.

Our Nominating and Governance Committee is authorized by its charter to retain a third-party search firm to identify potential nominees to ourthe Board. Our Nominating and Governance Committee reviews resumes of interested candidates and selects those that pass the initial screening for personal interviews, screening, and for final recommendation to ourthe Board.

Communications with our BoardDelinquent Section 16(a) Reports

All interested parties wishingSection 16(a) of the Exchange Act requires our officers, directors, and beneficial owners of more than 10% of the outstanding shares of our common stock, to submit written communicationsfile reports regarding their initial stock ownership and subsequent changes to their ownership with the SEC and to furnish us with copies of such reports. To our managementknowledge, based solely upon a review of such reports and non‑management directors should address their communications to: Board of Directors of Maui Land & Pineapple Company, Inc.,amendments thereto received by us during or with respect to the specified individual director, c/o Chief Financial Officer, 200 Village Road, Lahaina, Hawaii 96761. All such correspondence will be forwarded to the specified director or in the absence of such specification, to our lead independent director.most recent fiscal year and upon written representations regarding all reportable transactions, we believe that all Section 16(a) reports were filed on a timely basis.

Code of Ethics

We adopted a Code of Business Conduct and Ethics, or Code of Ethics, in March 2008 that applies to all of our directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics is available on our website at www.mauiland.com/investor.shtml. We will disclose any amendment to, or waiver from, any provision of the Code of Ethics by posting such information on our website.

Board Leadership Structure and Risk Oversight

Our Board does not have a policy, one way or the other, on whether the same person should serve as both our Chief Executive Officer and Chairman of our Board or whether the Chairman should be a non‑employee director. Our Board believes that it should have the flexibility to make this determination at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time. Over the past several years, we have had different leadership structures reflecting our circumstances at the time. Our Board believes that the current leadership structure, with Mr. Haruki serving as Chairman of our Board and Chief Executive Officer, is appropriate given Mr. Haruki’s experience in serving in both of these roles, his strong leadership capability and the efficiency of having the roles combined. Pursuant to past practice, whenever the Chairman is an employee of the Company, our Board selects a “lead independent director.” Mr. Tokin currently serves as the lead independent director and as such, presides over meetings of the non‑management directors. We believe that this leadership structure provides the appropriate level of independent oversight necessary to ensure that our Board meets its fiduciary obligations to our shareholders, that the interests of management and our shareholders are properly aligned, and that we establish and follow sound business practices and strategies that are in the best interests of our shareholders.

Our Audit Committee oversees our risk management functions, the purpose of which is to identify potential events and risks that may affect our business and objectives including, without limitation, financial, cybersecurity and compliance risks. To fulfill this duty, the committee works with our external auditors and management to highlight significant enterprise‑wide risks, to establish operational plans to control and mitigate risks and to monitor and review the risk management function. Our Audit Committee discusses its findings with our Board and consults with our Board on all major decisions.

Director Compensation

DIRECTOR COMPENSATION

Year Ended December31, 2020

PROPOSAL 2: Advisory Vote on Executive CompensationTO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS

We are asking our shareholders to cast an advisory vote on the compensation paid to our named executive officers, as disclosed in this Proxy Statement pursuant to SEC compensation disclosure rules. This proposal, commonly known as a “Say-on-Pay” proposal, gives you, as a shareholder, the opportunity to vote on our executive compensation. At our 2019 Annual Meeting of Shareholders, held in 2019, a majority of our shareholders voted in favor of holding an advisory vote to approve executive compensation every year. Our Board considered these voting results and decided to adopt a policy providing for an annual advisory shareholder vote to approve our executive compensation. We are therefore holding this year’s advisory vote in accordance with that policy and pursuant to U.S. securities laws and regulations.

Summary

The primary objective of our executive compensation program is to attract and retain executives with the skills necessary to lead us in pursuing our mission, achieving our strategic objectives, and creating long-term value for our stockholders. We recognize there is significant competition for talented executives, especially within the geographic regions in which our operations are located, and it can be particularly challenging for companies with limited operating histories to recruit and retain executives, and other key employees, with the food industry experience necessary to achieve our goals.

In developing our executive compensation program, our compensation committee is guided by the following goals and principles:

For additional information regarding our executive compensation program, please refer to the section of this Proxy Statement entitled “Executive Compensation” and the related compensation tables, notes and narrative discussion.

Proposal

The Board is asking our shareholders to indicate their support, on a non-binding, advisory basis, for the compensation of our named executive officers as described in this Proxy Statement by casting a vote “FOR” the following resolution:

“Resolved, our shareholders approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, as described in the Proxy Statement for our 2022 Annual Meeting of Shareholders, including the section entitled “Executive Compensation” and the related compensation tables, notes and narrative discussion, including the compensation table and narrative discussion.”

Effect of Proposal

As an advisory vote, this proposal is not binding upon the Board or our Compensation Committee. However, our Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

We urge our shareholders to carefully review the “Summary“Summary Compensation Table”Table” and related narrative disclosure below, which describes the compensation paid to our named executive officers. Our Board and Compensation Committee believe that the compensation paid to our named executive officers, as described in this Proxy Statement, is effective in achieving our compensation objectives.

Therefore, we askRecommended Vote

The approval, on a non-binding, advisory basis, of the compensation of our shareholdersnamed executive officers requires the affirmative vote of a majority of the outstanding shares present virtually or represented by proxy and entitled to approvevote on the following advisory resolutionproposal at the Annual Meeting:Meeting. Shareholders may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this Proposal 2. Abstentions will have the same effect as a vote “AGAINST” this proposal.

“RESOLVED, thatThis proposal is considered a non-routine matter under applicable stock exchange rules. A bank, broker or other Nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal. Broker non-votes will not count as votes cast on this proposal, and thus will have no effect on the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rulesoutcome of the SEC, including the compensation table and narrative discussion, is hereby APPROVED.”vote.

OUR

THE BOARD UNANIMOUSLY RECOMMENDS AN ADVISORYTHAT STOCKHOLDERS VOTE “FOR” APPROVING THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION PAID TOOF OUR NAMED EXECUTIVE OFFICERS.

EXECUTIVE OFFICERS

Executive OfficersThe following provides certain biographical information with respect to each of our executive officers who is not a director.

Executive CompensationEXECUTIVE COMPENSATION

Overview

This section discusses the material components of the executive compensation program offered to our principal executive officer, our two other most highly compensated executive officers, and one additional individual for whom disclosure would have been provided but for the fact that he was not serving as an executive officer at the end of our last completed fiscal year, or, collectively, our “named executive officers.” This narrative discussion of the compensation objectives, policies and arrangements that apply to our named executive officers is intended to be read in conjunction with the “Summary Compensation Table” and related disclosures set forth below. We are a “smaller reporting company” as defined in applicable SEC rules. In preparing the disclosure in this section, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies.” This discussion contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation programs. Actual compensation programs that we adopt following our 2022 annual meeting of shareholders may differ materially from the compensation policies and arrangements summarized in this discussion.

Named Executive Officers

Our named executive officers for the year ended December 31, 2021 were:

Compensation Overview

The primary objective of our executive compensation program is to attract and retain executives with the skills necessary to lead us in pursuing our mission, achieving our strategic objectives, and creating long-term value for our stockholders. We recognize there is significant competition for talented executives, especially within the geographic regions in which our operations are located, and it can be particularly challenging for companies with limited operating histories to recruit and retain executives, and other key employees, with the food industry experience necessary to achieve our goals.

Our compensation committee, which is comprised solely of independent directors, assists the Board in developing and reviewing the compensation programs and strategy applicable to our executive officers and directors, and overseeing our overall compensation philosophy. We expect our compensation committee will review our executive compensation program in light of market compensation amounts paid by companies that compete with us for management talent, taking into account factors such as total enterprise value, total revenue, growth rate, number of employees, and industry.

Compensation Goals and Principles

In developing our executive compensation program, our compensation committee is guided by the following goals and principles:

Summary Compensation Table

The following table sets forth forinformation regarding the compensation awarded to, earned by, and paid to each of our named executive officers for the years ended December 31, 20202021 and 2019 (i) the dollar value of base salary; (ii) the dollar value of annual and long-term incentive base compensation; (iii) all other compensation; and (iv) the dollar value of total compensation:December 31, 2020:

Narrative to Summary Compensation Table

Our Compensation Committee has retained the services of Pay Governance, LLC, an outside compensation consultant, to assist in the evaluation of compensation packages offered to our named executive officers. Compensation levels and incentive structures in 20202021 and 20192020 were based on studies in October 20192020 and 20172019 by Pay Governance, LLC, of market data from peer companies in the real estate management and development industries comparable to our Company.

In February 2021, 49,029, 7,0892022, 41,417, 1,327 and 3,6666,108 shares of Common Stock of the Companyour common stock were granted to Messrs. Haruki, SubrataKodama, and Hotta,Subrata respectively, for 20202021 annual incentive compensation. Shares granted for annual incentive compensation are not subject to vesting. In February 2020, 48,379, 17,3282021, 49,029, 3,666, and 1,9657,089 shares of Common Stock of the Companyour common stock were granted to Messrs. Haruki, EsakiHotta and Subrata respectively, for 20192020 annual incentive compensation.

In February 2021, 31,378, 7,0892022, 26,507, 1,327 and 3,6666,108 restricted shares of Common Stock of the Companyour common stock that vest quarterly over three years were granted to Messrs. Haruki, SubrataKodama and Hotta,Subrata, respectively, for 20202021 long-term incentive compensation. In February 2020, 30,960, 13,6202021, 31,378, 3,666, and 2,9527,089 restricted shares of Common Stock of the Companyour common stock that vest quarterly over three years were granted to Messrs. Haruki, EsakiHotta, and Subrata, respectively, for 20192020 long-term incentive compensation. Messrs. Haruki Subrata and HottaSubrata have voting and regular dividend rights with respect to the unvested restricted shares, but have no right to dispose of them until such time as they are vested. The restricted shares will fully vest if there is a change-in-control of the Company, as defined by the Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan, or the 2017 Plan.

Terms of Employment

None of our nmed executive officers (each, an “NEO”) has a written employment agreement with the Company, other than an offer letter with Mr. Kodama. The material terms of employment for the Named Executive Officers, or the NEO’s, include:

Below is a summary of our employment arrangements with each of our NEO’s. For additional information regarding their severance arrangements, refer to the section entitled “Executive Severance Plan.”

Warren H. Haruki

Pursuant to his employment arrangement with the Company, Mr. Haruki received an annual base salary of $415,000. In addition, Mr. Haruki received an annual incentive award of our common stock equal to 80% achievement of 125% of his base salary. For the year ending December 31, 2021, this amounted to $415,000.at the time of grant. Mr. Haruki also receives a long term incentive award equal to 80% achievement of 80% of his base salary each year, which is subject to quarterly vesting for a period of three years, and amounted to $265,600 for the year ending December 31, 2021.

Wade K. Kodama

Pursuant to his employment arrangement with the Company, Mr. Kodama’s annual base salary was $190,000 of which $44,577 was paid due to his starting date of October 1, 2021. In addition, Mr. Kodama received an annual incentive award of our common stock equal to 80% achievement of 35% of his prorated base salary. For the year ending December 31, 2021, this amounted to $13,300 at the time of grant. Mr. Kodama also receives a long term incentive award equal to 80% achievement of 35% of his prorated base salary each year, which is subject to quarterly vesting for a period of three years, and amounted to $13,300 for the year ending December 31, 2021.

Paulus Subrata

Pursuant to his employment arrangement with the Company, Mr. Subrata received an annual base salary of $152,885. In addition, Mr. Subrata receives an annual incentive award of our common stock equal to 80% achievement of 50% of his base salary. For the year ending December 31, 2021 this amounted to $61,200 at the time of grant. Mr. Subrata also receives a long term incentive award equal to 80% achievement of 50% of his base salary each year, which is subject to quarterly vesting for a period of three years, and amounted to $61,200 for the year ending December 31, 2021.

Incentive-Based Compensation

Our Compensation Committee annually reviews and approves an Incentive Compensation Plan for our named executive officers and certain members of management. Payouts under the 20202021 and 20192020 Incentive Compensation Plans were payable in Common Stockcommon stock of the Company and were based on achieving predetermined thresholds under performance measurements weighted as follows: for 2020,2021, adjusted EBIDTA (as defined), 20%, sale of assets and real estate, 30%, and increase in shareholder value, 50%; and for 2019,2020, adjusted EBIDTA (as defined), 20%, resolving staffingsale of assets and segregation of duties internal control concerns, 20%real estate, 30%, and increase in shareholder value, 60%50%. During 20202021 and 2019,2020, thresholds were exceeded for all performance measurements resulting in payout percentages of 118%80% and 125%118%, respectively.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2020.2021.

THE BOARD UNANIMOUSLY RECOMMENDS ATHAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ACCUITYLLP AS THE COMPANY’SOUR INDEPENDENT REGISTERED PUBLIC ACCOUNTINGACCUNTING FIRM FOR THE FISCAL 2020.YEAR ENDING DECEMBER 31, 2022.

Report of the Audit CommitteeREPORT OF THE AUDIT COMMITTEE

The Audit Committee reviewed and discussed with management and the Company’s independent registered public accounting firm, the Company’s quarterly condensed consolidated financial statements and related Forms 10‑Q for 2020,2021, and the Company’s annual audited consolidated financial statements and related Form 10‑K for the year ended December 31, 2020,2021, prior to submitting the respective filings.

The Committee discussed with the Company’s independent registered public accounting firm the matters required to be discussed by AS 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board and applicable SEC requirements.

The Committee has received the written disclosures and the letter from the Company’s independent public accounting firm required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” as amended and as adopted by the Public Company Accounting Oversight Board and has discussed with the Company’s independent registered public accounting firm their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to ourthe Board that the Company’s audited consolidated financial statements be included in the Form 10‑K for the year ended December 31, 2020.2021.

Audit Committee:

Arthur C. Tokin (Chairman)

David Heenan

Anthony P. Takitani

The above Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing, whether under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent the Company specifically incorporates this report by reference therein.

Independent Registered Public Accounting FirmPROPOSAL 4: TO APPROVE THE RE-INCORPORATION OF THE COMPANY FROM A HAWAII CORPORATION TO A DELAWARE CORPORATION, INCLUDING THE DELAWARE CERTIFICATE OF INCORPORATION

FeesOverview of the Proposed Reincorporation

On May 3, 2022, the Board approved a proposal to change the state of incorporation of the Company from Hawaii to Delaware, or the Reincorporation, including the approval of a proposed draft of the Delaware certificate of incorporation, subject to the approval of the Company’s shareholders.

If approved by the Company’s shareholders, the Reincorporation will be effected through a plan of conversion, pursuant to which the Company will convert into a Delaware corporation, or MLP (DE). The name of the Company after the Reincorporation will remain Maui Land & Pineapple Company, Inc. For purposes of the discussion below, the Company as it currently exists as a corporation organized under the laws of the State of Hawaii is sometimes referred to as “MLP (HI).”

The Board considered several factors in reaching this decision, including corporate governance, the Company’s commitment to transparency and best practices, the Company’s ability to attract and retain board members, the differences and similarities between Hawaii and Delaware state corporate laws, and other advantages and disadvantages of Reincorporation.

The Board believes the choice of state domicile is important because state corporate law governs the internal affairs of a corporation. Management and boards of directors of corporations look to state corporate law and judicial interpretations of state law to guide their decision making on many key issues, including appropriate governance policies and procedures, satisfaction of fiduciary obligations to shareholders, compliance with financial and legal requirements in the corporation’s business operations, and consideration of key strategic transactions for services performedthe corporation, including financings, mergers, acquisitions, and divestitures.

Shareholders are urged to read this proposal carefully, including the related appendices attached to this Proxy Statement, before voting on the Reincorporation. The following discussion summarizes material provisions of the Reincorporation, including the adoption of the Delaware certificate of incorporation, and is subject to and qualified in its entirety by the Plan of Conversion in substantially the form attached hereto as Appendix A, the Delaware Certificate of Incorporation in substantially the form attached hereto as Appendix B, and the Delaware Bylaws in substantially the form attached hereto as Appendix C. Copies of the Company’s current, pre-Reincorporation Amended and Restated Articles of Incorporation, or the Hawaii Articles, and Amended and Restated Bylaws, or the Hawaii Bylaws, have been filed with the SEC as exhibits to the Company’s periodic or current reports and will be sent to shareholders free of charge upon written request to Maui Land & Pineapple Company, Inc., 200 Village Road, Lahaina, Hawaii 96761, Attention: Corporate Secretary.

Mechanics and Consequences of Reincorporation

The Reincorporation will be effected by means of a conversion, or the Conversion, pursuant to the terms and conditions of a Plan of Conversion, or the Plan of Conversion, the form of which is attached hereto as Appendix A between the Company and MLP (DE). Under the Plan of Conversion, the Company will convert into a Delaware corporation and thereafter will be subject to the General Corporation Law of the State of Delaware, or the DGCL. The existing holders of the common stock of the Company will own all of the outstanding shares of common stock of MLP (DE), and no change in ownership will result from the Reincorporation. If the Reincorporation is approved, at the Effective Date each outstanding share of the Company’s common stock will automatically be converted into one share of common stock of MLP (DE). Each of the equity compensation plans currently maintained by the Company immediately prior to the Reincorporation will be assumed and continued by MLP (DE), and each pre-Reincorporation equity award to purchase or receive shares of the Company’s Common Stock under such plans will convert into an equity award to purchase or receive an equivalent number of shares of MLP (DE) common stock with no other changes in the terms and conditions of such award. The Company’s other employee benefit arrangements in effect immediately prior to the Reincorporation would also be continued by MLP (DE) upon the terms and subject to the conditions of such plans in effect immediately prior to the Reincorporation.

Other than the change in corporate domicile, the Reincorporation will not result in any change in the Company’s business operations, Board composition or term, or physical location, nor will it result in any change of our current employees, including management, or in their title, responsibilities or compensation. Upon consummation of the Reincorporation, our daily business operations will continue as they are presently conducted at the Company’s current principal executive offices located at 200 Village Road, Lahaina, Hawaii 96761, and our telephone number will remain (808) 877‑3351. The consolidated financial condition and results of operations of MLP (DE) immediately after consummation of the Reincorporation will be substantially similar as those of the Company immediately prior to the consummation of the Reincorporation. The Company believes that there will be no material accounting impact as a result of the Reincorporation. If the Reincorporation is approved, at the Effective Date, MLP (DE) will be the successor-in-interest to the Company and the shareholders of the Company will become stockholders of MLP (DE).

SHARE CERTIFICATES CURRENTLY ISSUED FOR THE COMPANY’S SHARES WILL AUTOMATICALLY REPRESENT SHARES IN MLP (DE) UPON COMPLETION OF THE MERGER, AND SHAREHOLDERS WILL NOT BE REQUIRED TO SURRENDER OR EXCHANGE SHARE CERTIFICATES AS A RESULT OF THE REINCORPORATION.

If the Reincorporation, including the Delaware certificate incorporation, are approved by the shareholders, at the Effective Date, we will file with (1) the Secretary of State of the State of Hawaii Articles of Conversion, substantially in the form attached hereto as Appendix D, or the Articles of Conversion, and (2) the Secretary of State of the State of Delaware the Certificate of Conversion, substantially in the form attached hereto as Appendix E, or the Certificate of Conversion, and the Delaware Certificate of Incorporation. After filing the Articles of Conversion, the Certificate of Conversion and the Delaware Certificate, the Company will be governed by the MLP (DE) Certificate of Incorporation, or the Delaware Certificate, and the MLP (DE) Bylaws, or the Delaware Bylaws, and, together with the “Delaware Certificate,” the “Delaware Reincorporation Documents,” which will replace the current Hawaii Articles and the current Hawaii Bylaws of MLP (HI), or, together, the Hawaii Governing Documents.

The Company’s common stock is currently listed for ustrading on the New York Stock Exchange, or the NYSE, under the ticker symbol “MLP.” If the Reincorporation is approved, at the Effective Date, the Company’s registration statements on file with the SEC immediately prior to the Reincorporation will be assumed by Accuity LLPMLP (DE), and the shares of common stock of MLP (DE) would continue to be traded on the NYSE, without interruption, under the same symbol.

Principal Reasons for 2020Reincorporation

The State of Delaware is a leader in adopting a comprehensive and 2019,coherent set of corporate laws that are responsive to the evolving legal and business needs of corporations organized under Delaware law. The Board’s decision to reincorporate in the State of Delaware was driven primarily by Delaware’s history of comprehensiveness and flexibility of its corporate laws and its tradition of promoting stockholder-friendly corporate governance. Specifically, the Board believes there are several benefits in the Reincorporation, as summarized below.

Predictability, Flexibility and Responsiveness of Delaware Law

Delaware courts have, over many years, established a jurisprudence that is significantly more thorough, predictable, and broadly applied with respect to principles of corporate governance than most, if not all, other jurisdictions. The DGCL is generally acknowledged to be the most advanced and flexible statutory corporation code in the United States. The Delaware legislature is particularly responsive to developments in modern corporate law, and Delaware has proven sensitive to changing needs of corporations and their stockholders. The Delaware General Assembly each year considers and adopts statutory amendments in an effort to ensure that the DGCL continues to be responsive to the changing legal and business needs of corporations and their stockholders. The office of the Delaware Secretary of State is viewed as particularly user-friendly, flexible and responsive (as compared to other states) in its administration of the filings and interactions required for mergers, acquisitions and other corporate transactions, thereby reducing complications and delays that can arise in time-sensitive transactions.

Consequently, Delaware has become the preferred state of incorporation for most publicly traded companies in the United States and, as a result of the large number of major corporations being domiciled in Delaware, Delaware courts have developed a broad and deep body of relevant case law, and are often the first and most influential to address important new issues relating to corporate governance and rights and obligations of stockholders and corporations. As a result, courts of and corporations organized under the laws of other states have often looked to Delaware law for guidance for such issues, and the DGCL and Delaware administrative practices have become comparatively well-known and widely understood. Corporations domiciled in Delaware are often at an advantage over their peers that are organized under the laws of other states in that Delaware corporations can draw upon these well-developed, firmly established and consistently interpreted principles of corporate law when making business and legal decisions. The Board therefore anticipates that Delaware law will provide greater efficiency, clarity, predictability and flexibility in the Company’s legal affairs and corporate governance decisions than is presently available under Hawaii law. In addition, Delaware case law provides a body of law defining the proper duties and decision-making processes expected of boards of directors in evaluating potential or proposed corporate transactions, which will further benefit the Company’s shareholders.

Access to Specialized Courts

Delaware has a specialized court of equity called the Court of Chancery that hears and decides corporate law cases. The Delaware Court of Chancery operates under rules that are intended to ensure litigation of disputes in a timely and effective way, keeping in mind the timelines and constraints of business decision-making and market dynamics, and routinely handles cases involving complex corporate issues. The appellate process on decisions emanating from the Court of Chancery is similarly streamlined and highly responsive in cases involving complex corporate issues, and the justices of Delaware appellate courts tend to have substantial experience with corporate cases because of the relatively higher volume of these cases in the Delaware court system. The fact that issues of corporate governance are frequently addressed first in Delaware contributes to an efficient and expert court system and bar. In contrast, Hawaii does not have a similar specialized court established to hear only corporate law cases. Rather, disputes involving questions of Hawaii corporate law are heard by the Hawaii circuit courts, the general trial courts in Hawaii that hear all manner of cases, or, if federal jurisdiction exists, a federal district court. These courts hear many different types of cases, and the cases may be heard before judges or juries with limited corporate law experience. As a result, corporate law cases brought in Hawaii may not proceed as expeditiously as cases brought in Delaware and the outcomes in such courts may be less consistent or predictable. The highly specialized nature of the Delaware court system is therefore widely believed to result in more consistent and timely rulings.

Enhanced Ability to Attract and Retain Qualified Candidates for Board of Directors and Management

The Board believes that the comparatively stable and predictable corporate environment afforded by Delaware would enable the Company to compete more effectively with other public companies, many of which are domiciled in Delaware, in the recruitment and retention of talented and experienced directors and officers. Delaware law is more familiar to investors and advisors, and offers greater certainty and stability from the perspective of those who serve as corporate officers and directors in part because the parameters of director and officer liability, including expensesprotection for stockholders from possible abuses by directors and officers, are more extensively addressed in Delaware court decisions and are therefore better defined and better understood than under Hawaii law. It should also be noted that directors’ personal liability is not, and cannot be, eliminated under Delaware law for intentional misconduct, bad faith conduct, unlawful dividend payments or unlawful stock purchases or redemptions, or any transaction from which the director derives an improper personal benefit. The Board therefore believes that the comparatively stable and predictable corporate environment afforded by Delaware would not only enhance its ability to recruit and retain directors and officers in the future, but also provide appropriate protection for stockholders from possible abuses by directors and officers, encouraging directors and officers to continue to make independent decisions in good faith on behalf of the Company.

Possible Negative Consequences of Reincorporation

Notwithstanding the belief of the Board in the benefits to the Company’s shareholders of the Reincorporation, it should be noted that Delaware law has been criticized by some commentators on the grounds that it does not afford minority shareholders the same substantive rights and protections as are available in a number of other states. In addition, franchise taxes payable by the Company in Delaware may be greater than the equivalent or other similar taxes currently payable by the Company in Hawaii. The Board has considered the possible disadvantages of the Reincorporation and has concluded that the potential benefits outweigh the possible disadvantages.

Effectiveness of Reincorporation

If the shareholders approve the Reincorporation, including the Delaware Certificate, at the Annual Meeting, we currently intend to cause the Reincorporation to become effective as soon as reasonably practicable following the Annual Meeting, subject to the completion of certain legal formalities, including obtaining certain consents and approvals by third parties with respect to certain contracts to which the Company is a party and providing certain notices to regulatory authorities. The Plan of Conversion also provides that the Plan of Conversion may be terminated and the Conversion may be abandoned at any time before the Effective Date and for any reason by the board of directors of either the Company or MLP (DE) or both, notwithstanding the approval, if obtained, of the principal terms of the Plan of Conversion by the shareholders of the Company, or the adoption of the Plan of Conversion by the sole stockholder of MLP (DE), or both. Furthermore, the Plan of Conversion may be amended at any time prior to the Effective Date, either before or after the shareholders have voted to adopt this proposal, subject to applicable law. The Company will re-solicit shareholder approval of the Reincorporation if the terms of the Plan of Conversion are changed in any material respect that requires shareholder approval.

Board of Directors Following Reincorporation

If the Company completes the Reincorporation, immediately following the Reincorporation, the board of directors intends to increase the size of the board of directors from five (5) to seven (7) directors and to fill the two vacancies created as a result of such increase by appointing Glyn F. Aeppel and John Sabin to the board of directors. Set forth below is biographical information for each proposed new member of the board of directors.

Comparison of Significant Provisions of the Hawaii Governing Documents Against Delaware Reincorporation Documents

The following table summarizes a comparison of certain material provisions of the Hawaii Governing Documents and Delaware Reincorporation Documents, as well as certain provisions of Hawaii and Delaware corporate laws. The comparison highlights certain important differences, but is not intended to list all differences, and is qualified in its entirety by reference to the Hawaii Governing Documents and Delaware Reincorporation Documents and to the Hawaii Business Corporation Act, or the HBCA, and the DGCL. You are strongly encouraged to read the Delaware Certificate, the Delaware Bylaws, the Hawaii Articles, and the Hawaii Bylaws in their entirety. The Delaware Certificate and Delaware Bylaws are attached to this Proxy Statement, and the Hawaii Bylaws and Hawaii Articles are filed publicly as exhibits to our periodic reports with the SEC.

(continued)

Material U.S. Federal Income Tax Consequences of the Reincorporation to U.S. Holders

The discussion of U.S. federal income tax consequences set forth below is for general information only and does not purport to be a complete discussion or analysis of all potential tax consequences that may apply to a shareholder. Shareholders are urged to consult their tax advisors to determine the particular tax consequences of the Reincorporation, including the applicability and effect of federal, state, local, foreign and other tax laws.

The Reincorporation provided for in the Plan of Conversion is intended to be a tax-free reorganization under Section 368(a) of the Internal Revenue Code, or the IRC. Assuming the Reincorporation qualifies as a reorganization, no gain or loss will be recognized to the holders of our capital stock as a result of consummation of the Reincorporation, and no gain or loss will be recognized by us. You will have the same basis in the MLP (DE) common stock received by you pursuant to the Reincorporation as you have in the shares of MLP (HI) common stock held by you as of immediately prior to the time the Reincorporation is consummated. Your holding period with respect to MLP (DE) common stock will include the period during which you held the corresponding shares of MLP (HI) common stock, provided the latter was held by you as a capital asset at the time of consummation of the Reincorporation.

Further, for Federal tax purposes, the Reincorporation from Hawaii to Delaware qualifies as a 368(a)(1)(F) transaction. As such, IRC Section 381 will be reinforced to allow the Company to carryover its tax attributes, such as its net operating loss, both prior and subsequent to the reincorporation.

Dissenters’ Rights

Holders of record of the Company common stock and beneficial owners of such stock have rights under Sections 414-341 through 414-359, or, collectively, the “Sections,” of the HBCA, copies of which are attached hereto as Appendix F, in complying with all applicable provisions of those Sections, to dissent with respect to the proposed Reincorporation and to receive from the Company payment of the amount the Company estimates to be the fair value of the dissenter’s shares, plus accrued interest, if the Plan of Conversion is effectuated. Reference is made to Section 414-341 through 414-359 of the HBCA for a complete statement of rights under such Sections.

The discussion of those Sections in this Proxy Statement is not intended to be a complete discussion of rights thereunder and is qualified in its entirety by reference to the text of Sections 414-341 through 414-359 in Appendix F to this Proxy Statement. In general, dissenters’ rights apply under the HBCA to certain mergers, conversions, share exchanges, sales of all or substantially all of the property of the corporation, and amendments to the articles of incorporation that adversely affect the rights of the shares held by the dissenting shareholder by (i) altering or abolishing a preferential right of such shares; (ii) creating, altering, or abolishing a right with respect to the redemption of such shares; (iii) altering or abolishing a preemptive right of such shares; (iv) excluding or limiting the right of the holder of such shares to vote or cumulate votes; or (v) reducing the number of shares owned by the shareholder to a fraction of a share, and any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.

As used in this discussion, (i) the term, “fair value” means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable; (ii) the term “interest” means the interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans, or, if none, at a rate that is fair and equitable under all the circumstance; (iii) the term “dissenter” means a shareholder who is entitled to dissent from corporate action under Section 414-343 and who exercises that right when and in the manner required by Sections 414-351 to 414-359; (iv) the term “beneficial shareholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder; and (v) the term “record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

ANY RIGHT TO PAYMENT UNDER SECTIONS 414-341 THROUGH 414-359 IS CONDITIONED ON FULL AND CORRECT COMPLIANCE WITH PROVISIONS OF THOSE SECTIONS. ACCORDINGLY, SHAREHOLDERS OR BENEFICIAL OWNERS WHO WISH TO EXERCISE DISSENTERS’ RIGHTS MUST TAKE ALL STEPS REQUIRED TO PERFECT DISSENTERS’ RIGHTS IN THE MANNER PRESCRIBED IN THOSE SECTIONS.

A record shareholder may assert dissenters’ rights as to fewer than all the shares registered in the shareholder’s name only if the shareholder dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person whose behalf the record shareholder asserts dissenters’ rights. A beneficial shareholder may assert dissenters’ rights as to shares held on the beneficial shareholder’s behalf only if the beneficial shareholder submits to the Company the record shareholder’s written consent to the dissent not later than the time the beneficial shareholder asserts dissenters’ rights and the beneficial shareholder does so with respect to all shares of which the beneficial shareholder is the beneficial shareholder or over which the beneficial shareholder has power to direct the vote.

Before the vote is taken, a shareholder who wishes to assert dissenters’ rights must: (i) deliver to the Company written notice of the shareholder’s intent to demand payment for the shareholder’s share if the proposed action is effectuated. Further, a shareholder who intends to assert dissenters’ rights must not vote the shareholder’s shares in favor of the proposed action. A shareholder who does not satisfy the foregoing procedures will not be entitled to payment for the shareholder’s shares under these Sections. All shareholders who deliver the aforementioned notice and abstain from voting on the Plan of Conversion, shall receive a written dissenters’ notice (the “Dissenters’ Notice) from the Company no later than 10 days after the Plan of Conversion takes place. Recipients of the Dissenters’ Notice must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set for in the Dissenters’ Notice, and deposit the shareholder’s certificates in accordance with the terms of the Dissenters’ Notice.

The Company may withhold the transfer of uncertificated shares from the date the demand for their payment is received until the Plan of Conversion takes effect. The individual for whom dissenters’ rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the event of the Plan of Conversion.

When the Plan of Conversion is effected, or upon receipt of a payment demand, the Company will pay each dissenter who complied with Section 414-354 the amount the Company estimates to be the fair value of the dissenter’s shares plus accrued interest. The payment will be accompanied by the Company’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders’ equity for that year, and the latest available interim financial statements, if any, a statement of the Company’s estimate of the fair value of the shares, an explanation of how the interest was calculated, a statement of the dissenter’s rights to demand payment and a copy of Section 414-356 of the HBCA.

The Company may elect to withhold the payment from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters’ notice as the date of the first announcement to news media or to shareholders of the terms of the Plan of Conversion. To the extent the Company elects to withhold payment after the Plan of Conversion take place, the Company shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter’s demand. With this offer, the Company will send a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter’s right to demand payment. In the event that a dissenter is dissatisfied with payment or offer, a dissenter may notify the Company in writing of dissenter’s own estimate of the fair value of the dissenter’s shares and amount of interest due, and demand payment of the fair value of the dissenter’s shares and interest due, so long as: (i) the dissenter believes that the amount paid or offered is less than the fair value of the dissenter’s shares or that the interest due is incorrectly calculated; (ii) the Company fails to make payment within sixty days after the date set for demanding payment; or (iii) the Company having failed to undergo the Plan of Conversion, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment. If dissatisfied with payment or offer, a dissenter must notify the Company of the dissenter’s demand in writing within 30 days after the Company made or offered payment for the dissenter’s shares or dissenter waives dissenter’s rights to demand payment.

If the Company does not undergo the Plan of Conversion within 60 days after the date set for demanding payment and depositing share certificates, the Company shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares. Should the Company proceed to undergo the Plan of Conversion thereafter, the Company will send a new Dissenters’ notice and repeat the payment demand procedure.

After careful consideration of these factors, the Board believes that it is in the best interests of the Company and its shareholders to effectuate the Reincorporation.

Recommended Vote

Approval of the Reincorporation, including the Delaware Certificate, requires the affirmative vote of a majority of the outstanding shares entitled to vote. Shareholders may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this Proposal 4. Abstentions will have the same effect as a vote “AGAINST” Proposal 4.

This proposal is considered a non-routine matter under applicable stock exchange rules. A bank, broker or other Nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with these services, werethis proposal. Broker non-votes will have the same effect as follows:

Audit Feesa vote “AGAINST” Proposal 4.

Audit fees are primarily attributableTHE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE
REINCORPORATION OF THE COMPANY AS A DELAWARE CORPORATION

HOUSEHOLDINGOFPROXYMATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to professional services rendered insatisfy the delivery requirements for the Proxy Materials with respect to two or more stockholders sharing the same address by delivering a single set of the Proxy Materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

In connection with the auditsAnnual Meeting, a number of brokers with account holders who are Company stockholders will be “householding” the Proxy Materials. A single set of the Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of the Proxy Materials, please notify your broker or the Company. Direct your written request to Maui Land & Pineapple Company, Inc. 200 Village Road, Lahaina, HI 96761, Attention: Corporate Secretary. The Company undertakes to promptly deliver a separate set of the Proxy Materials promptly upon receiving your written request. Shareholders who currently receive multiple copies of the Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.

SEC rules permit us to print an individual’s multiple accounts on a single set of Annual Meeting materials. To take advantage of this opportunity, we have summarized on one set of Annual Meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted stockholder prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Annual Meeting materials, as requested, to any stockholder to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Annual Meeting materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. A number of brokerage firms have instituted householding. They will have their own procedures for stockholders who wish to receive individual copies of the Proxy Materials.

ADDITIONALINFORMATION

We will provide without charge to each person, including any beneficial owner of our consolidated financial statements in our Annual Report on Form 10-K forcommon stock to whom a copy of the fiscal years ended December 31, 2020 and 2019,Proxy Materials has been delivered, upon written or oral request, a copy of any or all of the reviewsdocuments referred to above that have been or may be incorporated into these Proxy Materials by reference, including a copy of our condensed consolidated financial statements included in our Quarterly Reports on Form 10‑Q, and audit of internal control over financial reporting as of December 31, 2019.2022 Annual Report. Requests for copies should be directed to: Maui Land & Pineapple Company, Inc. 200 Village Road, Lahaina, HI 96761, Attention: Investor Relations.

Audit-Related FeesOTHERMATTERS

There were no fees billed by Accuity LLP for professional services under “Audit-Related Fees.”

Tax Fees

Tax fees were for professional services rendered for tax compliance and various tax consultations.

Our Audit Committee has considered whether the provision of these tax services by Accuity LLP is compatible with maintaining the independence of Accuity LLP and has determined that the provision of such services by Accuity LLP has not adversely affected the independent registered public accounting firm’s independence.

All Other Fees

There were no fees billed by Accuity LLP for professional services under “All Other Fees.”

Audit Committee Policy—Approval of Fees

It is the policy of our Audit Committee of our Board that all audit and permissible non‑audit services provided by our independent registered public accounting firm and related fees paid to our independent registered public accounting firm must be approved in advance by the Audit Committee. All of the above described services provided by Accuity LLP were approved in advance by the Audit Committee.

OTHER MATTERS

OurThe Board knows of no other matters that maywill be brought beforepresented for consideration at the meeting. However, ifAnnual Meeting. If any other matters are properly brought before the meeting,Annual Meeting, it is the intention of the persons named in the enclosedaccompanying proxy or their substitutes willto vote on such matters in accordance with their best judgment on such matters, and discretionary authority to do so is included in the proxy.judgment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our Common Stock as of March 9, 2021, by (i) each beneficial owner of more than 5% of our outstanding shares of Common Stock, (ii) each of our directors, (iii) our named executive officers, and (iv) all of our directors and named executive officers as a group. Unless otherwise indicated and subject to applicable community property and similar statutes, all persons listed below have sole voting and investment power over all shares of Common Stock beneficially owned.

May 16, 2022

APPENDIX A

PLAN OF CONVERSION

PLAN OF CONVERSION

of

MAUI LAND & PINEAPPLE COMPANY, INC.,

a Hawaii Corporation

into

MAUI LAND & PINEAPPLE COMPANY, INC.,

a Delaware Corporation

Pursuant to Section 414-271 of the Hawaii Business Corporation Act (the “HBCA”) and Section 265 of the Delaware General Corporation Law (the “DGCL”), this Plan of Conversion (the “Plan”) has been adopted as of [•], 2022, for the purpose of effecting a conversion of Maui Land & Pineapple Company, Inc., a Hawaii corporation (the “Converting Corporation”) into Maui Land & Pineapple Company, Inc., a Delaware corporation (the “Converted Corporation”).

WHEREAS, the Converting Corporation desires to convert into the Converted Corporation (the “Conversion”);

WHEREAS, the Board of Directors of the Converting Corporation has determined that it is advisable and in the best interests of the Converting Entity and its shareholders for the Converting Entity to convert from a Hawaii corporation to a Delaware corporation; and

WHEREAS, pursuant to the provisions of the HBCA and the DGCL, the Conversion and this Plan has been adopted and approved by the Board of Directors and the shareholders of the Converting Corporation for the purpose of effecting the Conversion.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged and the sufficiency of which is hereby confessed, the Shareholders hereby agree as follows with the intent to be legally bound by this Plan:

APPENDIX B

DELAWARE CERTIFICATE

CERTIFICATE OF INCORPORATION OF

MAUI LAND & PINEAPPLE COMPANY, INC.

ARTICLE I

The name of the Corporation (the “Corporation”) is Maui Land & Pineapple Company, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”), as amended from time to time.

ARTICLE IV

A.Classes of Stock. The total number of shares of capital stock that the Corporation shall have authority to issue is 48,000,000, consisting of the following: 43,000,000 shares of Common Stock, par value $0.0001 per share (“Common Stock”), and 5,000,000 shares of undesignated Preferred Stock, par value $0.0001 per share (“Preferred Stock”).

B.Common Stock. Except as otherwise provided by (i) the DGCL, (ii) Section (c) of this Article IV, or (iii) resolutions, if any, of the board of directors of the Corporation (the “Board of Directors”) fixing the powers, designations, preferences and the relative, participating, optional or other rights of the Preferred Stock, or the qualifications, limitations or restrictions thereof, the entire voting power of the shares of the Corporation for the election of directors and for all other purposes shall be vested exclusively in the Common Stock. Each share of Common Stock shall have one vote upon all matters to be voted on by the holders of the Common Stock, and shall be entitled to participate equally in all dividends payable with respect to the Common Stock and to share equally, subject to any rights and preferences of the Preferred Stock (as fixed by resolutions, if any, of the Board of Directors), in all assets of the Corporation, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, or upon any distribution of the assets of the Corporation.

C.Preferred Stock. The Board of Directors is authorized, subject to any limitations prescribed by law but to the fullest extent permitted by law, to provide by resolution for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers (which may include, without limitation, full, limited or no voting powers), preferences, and relative, participating, optional or other rights of the shares of each such series and any qualifications, limitations or restrictions thereof.

D.Vote to Increase or Decrease Authorized Shares of Preferred Stock. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote thereon, without a separate class vote of the holders of Preferred Stock, or any separate series votes of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

ARTICLE V

A.General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

B.Number of Directors; Election. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, the number of directors that constitutes the entire Board of Directors shall be fixed solely by resolution of the Board of Directors. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, each director of the Corporation shall hold office until the expiration of the term for which he or she is elected and until his or her successor has been duly elected and qualified or until his or her earlier resignation, death or removal.

C.         Removal; Vacancies. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, any director may be removed from office by the stockholders of the Corporation only for cause. Vacancies occurring on the Board of Directors for any reason, and newly created directorships resulting from an increase in the authorized number of directors, may be filled only by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders. A person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be duly elected and qualified.

ARTICLE VI

A.         Written Ballot. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

B.         Amendment of Bylaws. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

C.         Stockholder Action by Written Consent. Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, are: (i) signed by the holders of outstanding stock, which shares continue to be held by such holders as of the effective date of the written consent, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (but not less than the minimum number of votes otherwise prescribed by law), and (ii) delivered, within 60 days of the earliest dated consent so delivered to the Corporation, to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of the stockholders are recorded.

D.         No Cumulative Voting. No stockholder will be permitted to cumulate votes at any election of directors.

ARTICLE VII

To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any cause of action, suit or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE VIII

A.Directors and Executive Officers. Subject to any provisions in the Bylaws of the Corporation related to indemnification of directors or officers of the Corporation, the Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or executive officer (as defined in Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended) of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, executive officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, executive officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding, provided, however, that the Corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the Corporation shall not be required to indemnify any director or executive officer in connection with any Proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board of Directors of the Corporation, or (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable law.

B.Other Officers, Employees and Agents. The Corporation shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any other officer, employee or agent of the Corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

C.Advancement. The Corporation shall have the power to advance to any person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another Corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following a request therefor, all expenses incurred by any director, officer, employee or agent in connection with such proceeding.

D.Non-Exclusivity of Rights. The rights conferred on any person by this Article VIII shall not be exclusive of any other right that such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or any other applicable law.

E.Amendments. Any repeal or modification of this Article VIII shall only be prospective and shall not affect the rights under this Article VIII in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any Proceeding against any agent of the Corporation.

ARTICLE IX

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine. The federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IX.

ARTICLE X

If any provision of this Certificate of Incorporation becomes or is declared on any ground by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Certificate of Incorporation, and the court will replace such illegal, void or unenforceable provision of this Certificate of Incorporation with a valid and enforceable provision that most accurately reflects the Corporation’s intent, in order to achieve, to the maximum extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Certificate of Incorporation shall be enforceable in accordance with its terms.

Except as provided in Article VII and Article VIII above, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of this Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision of this Certificate of Incorporation inconsistent with, Article V, Article VI, Article VII, Article VIII, Article IX or this Article X.

* * * *

IN WITNESS WHEREOF,this Certificate of Incorporation has been signed on behalf of the Corporation by its duly authorized officer effective this [xx] day of [xx], 2022.

APPENDIX C

DELAWARE BYLAWS

BYLAWS

OF

MAUI LAND & PINEAPPLE COMPANY, INC.

TABLE OF CONTENTS

Page