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 2, 2016
---------------------------------------------------------------------------
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.
FEBRURARY 2, 2016
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 27, 2016, the Company held its 2016 Annual Meeting of
Shareholders (the "Annual Meeting"). There were 3,272,804 shares entitled to
be voted. 3,075,847 shares were represented in person or by proxy at the
meeting. At the Annual Meeting:
(1) The shareholders voted to elect each of the five (5) 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 2016.
(3) The shareholders voted to approve the proposal to declassify
the Company's board of directors.
(4) The shareholders did not 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.
(7) The shareholders selected, on an advisory basis, one year as
the frequency for the shareholder "say-on-pay" proposal.
The Company's inspector of elections certified the following vote
tabulations:
Board of Votes Votes Broker
Directors Nominee For Withheld Non-Votes
-------------------- --------- --------- ---------
John E. Anderson 2,701,157 1,340 373,350
Edward L. Baker 2,698,233 4,264 373,350
Thompson S. Baker II 2,700,456 2,041 373,350
Luke E. Fichthorn III 2,700,931 1,566 373,350
Robert H. Paul III 2,701,263 1,234 373,350
Ratification of Votes Votes Votes
Independent Auditor For Withheld Abstain
-------------------- --------- --------- ---------
3,074,728 841 278
Declassification of Votes Votes Votes Broker
Board of Directors For Withheld Abstain Non-Votes
-------------------- --------- --------- --------- ---------
2,669,711 31,486 1,300 373,350
Elimination of
Supermajority Voting Votes Votes Votes Broker
Requirement For Withheld Abstain Non-Votes
-------------------- --------- --------- --------- ---------
1,875,982 824,909 1,606 373,350
Deletion or
Modification of
Certain Provisions
of Articles of Votes Votes Votes Broker
Incorporation For Withheld Abstain Non-Votes
-------------------- --------- --------- --------- ---------
2,677,639 23,558 1,300 373,350
Advisory Vote on Votes Votes Votes Broker
Executive Compensation For Withheld Abstain Non-Votes
-------------------- --------- --------- --------- ---------
2,695,891 5,140 1,466 373,350
Advisory Vote on
Frequency of "Say One Two Three Broker
On Pay" Year Years Years Non-Votes
-------------------- --------- --------- --------- ---------
2,626,815 23,772 48,110 373,350
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 2, 2016 By: /s/ John D. Milton, Jr.
-------------------------------------------
John D. Milton, Jr.
Executive Vice President
and Chief Financial Officer