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): May 14, 2018
FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 001-36769 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, Florida 32202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 858-9100
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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 (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
FRP HOLDINGS, INC.
May 14, 2018
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 14, 2018, FRP Holdings, Inc. (the "Company") held its 2018
Annual Meeting of Shareholders (the "Annual Meeting"). There were 10,014,667
shares entitled to be voted. Of this amount, 9,605,468 shares were
represented in person or by proxy at the meeting. At the Annual Meeting:
(1) The shareholders approved the agreement of purchase and sale
(the "Sale Agreement") dated as of March 22, 2018, by and among the Company,
certain of its subsidiaries and BRE Foxtrot Parent LLC ("BRE"), pursuant to
which the Company agreed to sell to BRE its portfolio of 41 warehouse
properties and three additional land parcels, subject to the terms and
conditions of the Sale Agreement (the "Asset Sale Proposal").
(2) The shareholders approved, on a non-binding, advisory basis,
the compensation that may be paid or become payable to certain of FRP's named
executive officers in connection with the transactions contemplated by the
Sale Agreement, including the agreements and understandings pursuant to which
such compensation may be paid or become payable (the "Sale-Related
Compensation Proposal").
(3) The shareholders approved an adjournment of the Annual Meeting,
if necessary, to solicit additional proxies if there are not sufficient votes
in favor of the Asset Sale Proposal (the "Adjournment Proposal").
(4) The shareholders voted to elect each of the five (5) director
nominees listed in the proxy statement.
(5) The shareholders voted to ratify the Audit Committee's selection
of Hancock Askew & Co., LLP as the independent registered public accounting
firm for fiscal 2018.
(6) The shareholders approved, on an advisory basis, 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:
Asset Sale Votes Votes Votes Broker
Proposal For Against Abstain Non-Votes
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8,620,259 20,811 6,834 958,014
Sale-Related Votes Votes Votes Broker
Compensation Proposal For Against Abstain Non-Votes
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8,530,665 89,407 27,382 958,014
Adjournment Votes Votes Votes Broker
Proposal For Against Abstain Non-Votes
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7,926,432 714,638 6,384 958,014
Board of Votes Votes Broker
Directors Nominees For Withheld Non-Votes
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John D. Baker II 8,623,884 23,570 958,014
Charles E. Commander III 8,616,161 31,293 958,014
H. W. Shad III 8,620,722 26,732 958,014
Martin E. Stein, Jr. 8,392,149 255,305 958,014
William H. Walton III 8,621,411 26,043 958,014
Ratification of Votes Votes Votes Broker
Independent Auditor For Against Abstain Non-Votes
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9,599,190 4,993 1,285 0
Advisory Vote on Votes Votes Votes Broker
Executive Compensation For Against Abstain Non-Votes
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8,597,553 46,627 3,274 958,014
Consummation of the transactions contemplated by the Sale Agreement are
subject to the satisfaction of certain customary closing conditions, all as
set forth in the Sale Agreement and discussed in detail in the proxy
statement prepared in connection with the Annual Meeting, which is available
on the U.S. Securities and Exchange Commission's website at www.sec.gov.au.
Assuming satisfaction of the closing conditions, the Company expects the
closing of the transaction to occur on or about May 21, 2018.
ITEM 8.01 OTHER EVENTS.
The Company has posted a presentation to shareholders on its website,
www.frpholdings.com, under the Investor Relations tab.
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: May 17, 2018 By: /s/ John D. Milton, Jr.
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John D. Milton, Jr.
Chief Financial Officer