UNITED STATES
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): February 4, 2015
---------------------------------------------------------------------------
PATRIOT TRANSPORTATION HOLDING, INC.
(Exact name of registrant as specified in its charter)
---------------------------------------------------------------------------
FLORIDA 001-36605 47-2482414
-------------- ---------- ---------------
(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
-------------------------------------------------- ---------
(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:
[] 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
PATRIOT TRANSPORTATION HOLDING, 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 4,200
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
--------------------
(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 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.
PATRIOT TRANSPORTATION HOLDING, INC.
Date: February 6, 2015 By: /s/ John D. Milton, Jr.
-------------------------------------------
John D. Milton, Jr.
Executive Vice President
and Chief Financial Officer