UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 4, 2015
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FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 0-17554 47-2449198
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation
200 W. Forsyth Street, 7th Floor, Jacksonville, FL
Jacksonville, Florida 32202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 396-5733
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(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:
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 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
FRP HOLDINGS, INC.
FEBRUARY 4, 2015
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTOR; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN
OFFICERS
On February 4, 2015, the board of directors of FRP Holdings, Inc.
(the "Company") approved the following compensation arrangements with its
non-employee directors. The following table describes the director
compensation arrangements of the Company.
All Non-Employee Directors:
Annual Retainer $ 15,000
Fee Per Meeting Attended 1,500
Shares of Existing Patriot
Stock Granted in Fiscal 2015 3,000
Audit Committee:
Annual Fee Chairman $ 10,000
Member 5,000
Meeting Fees (fn.1) Chairman 1,500
Member 1,000
Compensation Committee:
Annual Fee Chairman $ 5,000
Member 1,000
Meeting Fees Chairman 1,500
Member 1,000
Other Committees:
Annual Fee Chairman $ 2,000
Member 1,000
Meetings Fees Chairman 1,500
Member 1,000
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(fn.1) The Audit Committee members receive no meeting fees for the four
regularly scheduled quarterly meetings; the meeting fees shown apply only to
the extent there are Audit Committee meetings other than and in addition to
the four regularly scheduled quarterly meetings.
On February 4, 2015, the Company entered into indemnification
agreements with each of its directors. These indemnification agreements
generally require the Company to indemnify each director against any claims
brought against the directors by virtue of the fact that he is serving as a
director, subject to the limitations of existing law. The indemnification
agreements also generally require the Company to advance expenses to the
directors for the defense of such claims, subject to the limitations of
existing law.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
On February 4, 2015, the board of directors of the Company approved
two amendments to the Company's Bylaws. The amendment to Article I deletes a
reference to the prior address of the Company's principal offices and rewords
the Bylaw to read as follows:
"ARTICLE I.
OFFICES
The registered office of FRP Holdings, Inc., a Florida
corporation (the "Corporation"), shall be located in the City of
Jacksonville, State of Florida, unless otherwise designated by the
Board of Directors of the Corporation (the "Board of Directors").
The Corporation may also have such other offices at such other
places, either within or without the State of Florida, as the Board
of Directors may from time to time determine or as the business of
the Corporation may require."
The amendment to Article III, Section 2, eliminates references to the
staggered board of directors because the shareholders approved the
declassification of the board of directors at the annual meeting held on
February 4, 2015. As revised, the amended Bylaw reads as follows:
"ARTICLE III.
BOARD OF DIRECTORS
Section 2. Number of Directors. The number of directors
constituting the Board of Directors shall not be less than three (3)
nor more than fifteen (15), and the exact number of directors shall
be fixed from time to time by resolution of the Board of Directors;
provided, however, no director's term shall be shortened by reason
of a resolution reducing the number of directors."
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 4, 2015, the Company held its 2015 Annual Meeting of
Shareholders (the "Annual Meeting"). There were 9,716,995 shares entitled to
be voted. 9,463,659 shares were represented in person or by proxy at the
meeting. At the Annual Meeting:
(1) The shareholders voted to elect each of the seven (7) director
nominees.
(2) The shareholders voted to ratify the Audit Comittee's
selection of Hancock Askew & Co., LLP as the independent registered public
accounting firm for fiscal 2015.
(3) The shareholders voted to approve the proposal to declassify
the Company's board of directors.
(4) The shareholders voted to approve the proposal to eliminate
the supermajority voting requirement for certain transactions with affiliates.
(5) The shareholders voted to approve amendments to the Company's
articles of incorporation to delete or modify certain provisions.
(6) The shareholders approved on an advisory basis of the
compensation of the Company's named executive officers as disclosed in the
proxy statement.
The Company's inspector of elections certified the following vote
tabulations:
Board of Votes Votes Broker
Directors Nominee For Withheld Non-Votes
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John D. Baker II 8,297,957 10,297 1,155,405
Thompson S. Baker II 8,297,927 10,327 1,155,405
Charles E. Commander III 8,281,737 26,517 1,155,405
H.W. Shad III 8,297,906 10,348 1,155,405
Martin E. Stein, Jr. 8,148,526 159,728 1,155,405
William H. Walton III 8,300,598 7,656 1,155,405
James H. Winston 8,297,306 10,948 1,115,405
Ratification of Votes Votes Votes
Independent Auditor For Withheld Abstain
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9,447,139 15,891 629
Declassification of Votes Votes Votes Broker
Board of Directors For Withheld Abstain Non-Votes
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8,304,463 3,764 27 1,155,405
Elimination of
Supermajority Voting Votes Votes Votes Broker
Requirement For Withheld Abstain Non-Votes
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7,497,338 810,889 27 1,155,405
Deletion or
Modification of
Certain Provisions
of Articles of Votes Votes Votes Broker
Incorporation For Withheld Abstain Non-Votes
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8,292,580 15,641 33 1,155,405
Advisory Vote on Votes Votes Votes Broker
Executive Committee For Withheld Abstain Non-Votes
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8,271,037 30,854 6,363 1,115,405
ITEM 8.01. OTHER EVENTS
On February 4, 2015, the board of directors authorized management to
repurchase up to $5 million in common stock of the Company from time to time as
opportunities arise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FRP HOLDINGS, INC.
Date: February 6, 2015 By: /s/ John D. Milton, Jr.
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John D. Milton, Jr.
Executive Vice President
and Chief Financial Officer