SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2005 PATRIOT TRANSPORTATION HOLDING, INC. - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) FLORIDA 0-17554 59-2924957 - ------------------------ ----------------- -------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 1801 Art Museum Drive 32207 Jacksonville, Florida - ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (904) 396-5733 - ----------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CRF 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) CURRENT REPORT ON FORM 8-K PATRIOT TRANSPORTATION HOLDING, INC. November 28, 2005 ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. At a meeting concluded on November 28, 2005, the Compensation Committee of the Board of Directors approved (i) cash bonuses payable to certain officers, including the named executive officers, under the Company's Management Incentive Compensation Plan ("MIC Plan") with respect to the 2005 fiscal year, (ii) the goals and objectives and potential bonus awards for certain officers, including the named executive officers, under the MIC Plan for the 2006 fiscal year, and (iii) new base salaries for certain officers, including the named executive officers, for the 2006 calendar year. The specific modifications to the existing compensation arrangements are set forth in Exhibit 10.1 attached to this Current Report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 10.1 Modifications of Compensation Arrangements with Named Executive Officers. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized. PATRIOT TRANSPORTATION HOLDING, INC. Date: December 1, 2005 By: /s/ Ray M. Van Landingham ----------------------------------- Ray M. Van Landingham Vice President, Finance and Administration and Chief Financial Officer EXHIBIT INDEX Exhibit No. - ----------- 10.1 Modifications of Compensation Arrangements with Named Executive Officers.