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): October 5, 2017
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, Florida 32202
--------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 858-9100
---------------------------------------------------------------------------
(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 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))
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (s. 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s. 240.12b-2
of this chapter).
Emerging growth company [_]
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. [_]
CURRENT REPORT ON FORM 8-K
PATRIOT TRANSPORTATION HOLDING, INC.
October 5, 2017
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
In connection with Mr. Milton's change in capacity (see Item 5.02
below) from Executive Vice President, Chief Financial Officer to Executive
Vice President, General Counsel with Patriot Transportation Holding, Inc.
(the "Company") to focus more of his time on his duties at FRP Holdings, Inc.
("FRP"), the Company and FRP have amended the Transition Services Agreement,
by and between the Company and FRP dated January 30, 2015, to reflect that
FRP will pay Patriot for 75% of the associated costs of Mr. Milton while he
remains an employee of the Company.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Effective October 1, 2017, John D. Milton, Jr. has been named
Executive Vice President, General Counsel of the Company.
Effective October 1, 2017, the board of directors of the Company
appointed Matthew C. McNulty as the Vice President and Chief Financial Officer
of the Company. Prior to his appointment as Vice President and Chief Financial
Officer, Mr. McNulty, 43, was serving as the Vice President of
Administration of the Company. Mr. McNulty started employment with Florida
Rock Industries, Inc. ("Industries") in October, 2003 and served as the
Director of Corporate Development at the time that Industries sold to Vulcan
Materials in 2007 (the "Sale"). Mr. McNulty started his employment with the
Company following the Sale and served as Director of Southern Real Estate and
Director of Corporate Development for the Company prior to being named Vice
President of Administration. Mr. McNulty was licensed as a Florida Certified
Public Accountant in 1997 (currently inactive) and received a J.D. from the
University of Florida in 2000.
In connection with Mr. McNulty's appointment as Vice President and
Chief Financial Officer, Mr. McNulty has been awarded a base salary of
$210,000. Additionally, Mr. McNulty is eligible to receive cash incentive
compensation of up to 70% of his base salary under the Company's MIC Plan,
9,420 stock options under the Equity Incentive Plan and certain Health and
Welfare Benefits. Descriptions of the Company's MIC Plan, Equity Incentive
Plan and Health and Welfare Benefits are available in the Company's Definitive
Proxy Statement on Schedule 14A (File No. 001-36605 filed on December 15,
2016), which is hereby incorporated by reference.
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: October 5, 2017 By: /s/ John D. Milton, Jr.
--------------------------------------------
John D. Milton, Jr.
Executive Vice President and General Counsel