TABLE OF CONTENTS
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
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Filed by a party other than
the Registrant ☐
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Check the appropriate box:
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☐
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Preliminary
Proxy Statement
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☐
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive
Proxy Statement
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☐
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Definitive
Additional Materials
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☐
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Soliciting
Material Under § 240.14a-12
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FRP HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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☐
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
N/A
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(2)
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Aggregate
number of securities to which transaction applies:
N/A
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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N/A
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(4)
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Proposed
maximum aggregate value of transaction:
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☐
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Fee
paid previously with preliminary materials.
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☐
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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TABLE OF CONTENTS
200
W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
March
29, 2019
Dear
Shareholder:
You
are cordially invited to attend the annual meeting of the shareholders of FRP Holdings, Inc. (“
FRP
”) to be
held on May 6, 2019 at 11:00 a.m., local time, in the Concourse Conference Room at 200 West Forsyth Street, Jacksonville, Florida
32202.
We
are soliciting proxies for use at the annual meeting of FRP’s shareholders to consider and vote upon proposals to (i) elect
the six director nominees listed in the proxy statement for a one-year term (the “
Director Election Proposal
”),
(ii) ratify the audit committee’s selection of the independent auditor (the “
Auditor Proposal
”), and
(iii) approve, on an advisory basis, the executive compensation of our named executive officers (the “
Compensation Proposal
”).
Our board of directors recommends that you vote “FOR” each of the foregoing proposals.
Your
vote is very important
. The approval, on a non-binding, advisory basis, of the Auditor Proposal and the Compensation Proposal
each requires approval by a majority of FRP common stock votes cast on the matter at the annual meeting. The outcome of the Director
Election Proposal will be determined by a plurality of the votes cast at the annual meeting. Whether or not you plan to attend
the annual meeting, please vote your shares by signing and returning the enclosed proxy card as soon as possible to make sure
that your shares of FRP common stock are represented at the annual meeting. If you hold your shares in “street name”
you should instruct your broker how to vote in accordance with your voting instruction card.
The
accompanying proxy statement provides you with detailed and important information about the annual meeting and the other business
to be considered by FRP’s shareholders. We encourage you to read the entire proxy statement carefully. You may also obtain
more information about FRP from documents we have filed with the U.S. Securities and Exchange Commission.
On
behalf of your board of directors, we thank you for your continued support.
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Very
truly yours,
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John
D. Baker, II
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Executive
Chairman
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This
proxy statement is dated March 29, 2019 and is first being mailed to shareholders on or about April 2, 2019.
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200
W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 2019
The
annual meeting of the shareholders of FRP Holdings, Inc. (“
FRP
”) will be held on May 6, 2019 at 11:00 a.m.,
local time, in the Concourse Conference Room at 200 West Forsyth Street, Jacksonville, Florida 32202., for the following purposes:
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1.
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To
elect the six director nominees listed in the accompanying proxy statement for a one-year
term (the “
Director Election Proposal
”);
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2.
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To
ratify the audit committee’s selection of the Company’s independent registered
public accounting firm (the “
Auditor Proposal
”); and
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3.
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To
approve, on an advisory basis, the compensation of the Company’s named executive
officers (the “
Compensation Proposal
”).
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The
board of directors of FRP recommends that you vote “
FOR
” the election of the six nominees listed in the Director
Election Proposal, “
FOR
” the Auditor Proposal, and “
FOR
” the Compensation Proposal.
We
urge you to read this material carefully.
Our
board of directors has fixed the close of business on March 27, 2019 as the record date for the determination of shareholders
entitled to notice and to vote at the annual meeting or any postponement or adjournment thereof. Only holders of record of shares
of FRP common stock at the close of business on the record date are entitled to notice of, and to vote at, the annual meeting
and any postponements or adjournments thereof. At the close of business on the record date, FRP had 9,938,055 shares of common
stock outstanding and entitled to vote.
The
ratification of the Auditor Proposal and the approval, on a non-binding, advisory basis, of the Compensation Proposal each require
approval of a majority of the votes cast at the annual meeting. The outcome of the Director Election Proposal will be determined
by a plurality of the votes cast at the annual meeting.
Whether you own few shares or many shares and whether you plan to attend
in person or not, it is important that your shares be voted on matters that come before the annual meeting. If you do not attend
the meeting and vote in person, you may authorize a proxy to vote by marking your votes on the proxy card, signing and dating
it, and mailing it in the envelope provided. If you sign and return your proxy card without specifying your choices, it will be
understood that you wish to have your shares voted in accordance with the directors’ recommendations. Any proxy given by
a shareholder may be revoked by the shareholder at any time prior to the voting of the proxy, by delivering a written notice of
revocation to our Secretary, by executing and delivering a later-dated proxy or by attending the annual meeting and voting in
person. Your prompt cooperation will be greatly appreciated. Everyone attending the annual meeting may be required to present
valid picture identification, such as a driver’s license or passport, as more fully described elsewhere in this proxy statement.
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Your
vote is very important. This proxy statement provides you with detailed information about the Proposals. We encourage you to read
the accompanying proxy statement carefully and in its entirety and to submit a proxy or voting instructions so that your shares
will be represented and voted even if you do not attend the annual meeting.
If you have questions about the foregoing proposals
or would like additional copies of the proxy statement, please contact: FRP Holdings, Inc., Attention: John D. Milton, Jr., Corporate
Secretary, 200 W. Forsyth Street, 7th Floor, Jacksonville, FL 32202 (telephone: (904) 858-9100).
All
FRP shareholders are cordially invited to attend the annual meeting in person.
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By
Order of the Board of Directors,
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John
D. Milton, Jr.
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Executive
Vice President, Chief Financial Officer and Secretary
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March
29, 2019
IMPORTANT:
If you hold shares of FRP common stock through an account with a broker, dealer, bank or other nominee please follow the instructions
you receive from them to vote your shares.
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TABLE
OF CONTENTS
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PROXY
STATEMENT
INTRODUCTION
The
accompanying proxy, mailed together with this proxy statement, is solicited by and on behalf of the board of directors (which
we refer to in this proxy statement as the “
FRP Board
”) of FRP Holdings, Inc. (which we refer to in this proxy
statement as “
FRP
” or the “
Company
”) for use at the annual meeting of our shareholders and
at any adjournment or postponement thereof. References in this proxy statement to “we,” “us,” “our”
or like terms also refer to FRP. This proxy statement is dated March 29, 2019 and is first being mailed to shareholders on or
about April 2, 2019.
SUMMARY
This
summary highlights selected information from this proxy statement. It may not contain all of the information that is important
to you with respect to the matters described in this proxy statement.
We urge you to carefully read this proxy statement, as
well as the documents attached hereto, referred to or incorporated by reference into this proxy statement, to fully understand
the Proposals.
For a list of documents incorporated by reference into this proxy statement, see the section entitled “Where
You Can Find Additional Information” beginning on page
32
.
The
Annual Meeting (See page
8
)
The
annual meeting will be held on May 6, 2019 at 11:00 a.m., local time, in the Concourse Conference Room at 200 West Forsyth Street,
Jacksonville, Florida 32202..
At
the annual meeting, holders of FRP common stock as of the record date will be asked to consider and vote upon:
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●
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the
proposal to approve to elect the six director nominees listed in the accompanying proxy
statement for a one-year term (the “
Director Election Proposal
”);
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●
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the
proposal to ratify the audit committee’s selection of the Company’s
independent registered public accounting firm (the “
Auditor Proposal
”);
and
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●
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the
proposal to approve, on an advisory basis, the compensation of the Company’s named
executive officers (the “
Compensation Proposal
”).
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Required
Vote (See page
8
)
The
Director Election Proposal:
Each director must be elected by a plurality of the votes cast, meaning a director nominee who
received the highest number of affirmative votes cast is elected. Any shares not voted (whether by abstention, withholding authority,
or broker non-vote) will have no effect on the Director Election Proposal.
The
Auditor Proposal
: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention or withholding authority) will have no effect on the Auditor Proposal.
The
Compensation Proposal
: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Compensation
Proposal.
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The
Director Election Proposal, the Auditor Proposal and the Compensation Proposal are collectively referred to herein as the “
Proposals
”.
Brokers
who hold shares in “street name” for customers have the authority to vote on “routine” proposals when
they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion
with respect to approval of non-routine matters, absent specific instructions from the beneficial owner of such shares, brokers
will not vote those shares. This is referred to as a “broker non-vote”. Broker non-votes will be considered as “present”
for purposes of determining a quorum, but will have no effect on the Proposals.
Record
Date (See page
8
)
The
record date for the determination of holders of FRP common stock entitled to notice of and to vote at the annual meeting, or any
adjournment or postponement of the annual meeting, is the close of business on March 27, 2019. Holders of FRP common stock as
of the close of business on the record date are entitled to notice of, and to vote at, the annual meeting and any postponements
or adjournments of the annual meeting. At the close of business on the record date, FRP had 9,938,055 shares of common stock outstanding
and entitled to vote.
Quorum
(See page
8
)
Holders
of a majority of shares of FRP common stock entitled to vote at the annual meeting must be present at the annual meeting, in person
or by proxy, to constitute a quorum, which is necessary to conduct the annual meeting. Your shares will be counted toward the
quorum if you submit a properly executed proxy or vote at the annual meeting. In addition, abstentions and broker non-votes will
be treated as “present” for the purpose of determining the presence of a quorum for the transaction of business at
the annual meeting. If a quorum is not present at the annual meeting, FRP expects that the annual meeting will be adjourned to
a later date.
Recommendation
of FRP’s Board of Directors
The
FRP Board recommends that you vote “
FOR
” the Director Election Proposal, “
FOR
” the Auditor
Proposal and “
FOR
” the Compensation Proposal.
Change
in Fiscal Year
Effective
January 1, 2017, the Company changed its fiscal year to January 1 through December 31. Prior to such date, the Company’s
fiscal year commenced on October 1 and ended September 30. As a result, the certain matters discussed in this Proxy Statement
relate to the 15-month period ending December 31, 2017. Throughout this Proxy Statement, we refer to the period commencing on
October 1, 2016 and ending December 31, 2016 as the “2016 Stub Period”, and the period commencing January 1, 2017
and ending December 31, 2017 as “fiscal year 2017”. References to fiscal years preceding fiscal year 2017 refer to
the applicable period commencing on October 1st and ending September 30th.
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QUESTIONS
AND ANSWERS ABOUT THE ANNUAL MEETING
The
following are some questions that you, as a shareholder of FRP, may have regarding the annual meeting, together with brief answers
to those questions. FRP urges you to read carefully the remainder of this proxy statement and other documents referred to or incorporated
by reference in this proxy statement, because the information in this section may not provide all of the information that might
be important to you with respect to the annual meeting.
The
Annual Meeting
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Q.
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When
and where will the annual meeting take place?
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A.
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The
annual meeting of FRP shareholders will be held on May 6, 2019 at 11:00 a.m., local time,
in the Concourse Conference Room at 200 West Forsyth Street, Jacksonville, Florida 32202.
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|
Q.
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What
is the purpose of the annual meeting and what will I be voting on at the annual meeting?
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A.
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The
purpose of the annual meeting is to consider and vote on three proposals:
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The
Director Election Proposal:
The FRP Board has determined that it is in the best interests of FRP shareholders to elect John
D. Baker II, Charles E. Commander III, H. W. Shad III, Martin E. Stein, Jr., William H. Walton III and Margaret Wetherbee to serve
as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified.
The
Auditor Proposal
: The FRP Board has determined that it is in the best interests of FRP and its shareholders for the shareholders
to ratify the audit committee’s selection of Hancock Askew & Co., LLP to serve as FRP’s independent auditor for
fiscal year 2019.
The
Compensation Proposal
: The FRP Board has determined that it is in the best interests of FRP shareholders to approve, on a
non-binding, advisory basis, the compensation awarded to our named executive officers for the fiscal year ended December 31, 2018.
FRP
does not expect to transact any other business at the annual meeting or any adjournment or postponement thereof.
Voting
at the Annual Meeting
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Q.
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Who
can attend and vote at the annual meeting?
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A.
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The
record date for the determination of holders of our common stock entitled to notice of
and to vote at the annual meeting, or any adjournment or postponement of the annual meeting,
is the close of business on March 27, 2019. Holders of FRP common stock as of the close
of business on the record date are entitled to notice of, and to vote at, the annual
meeting. At the close of business on the record date, there were 9,938,055 shares of
FRP common stock issued and outstanding.
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Q.
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How
many votes do I have?
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A.
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Each
share of FRP common stock is entitled to one vote on all matters that come before the
annual meeting or any postponement or adjournment thereof.
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|
Q.
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How
does the FRP Board recommend that FRP shareholders vote with respect to each of the proposals?
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A:
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The
FRP Board recommends that the FRP shareholders vote “
FOR
” each of
the nominees listed in the Director Election Proposal, “
FOR
” the Auditor
Proposal and “
FOR
” the Compensation Proposal. Information about each
of the Proposals is included in the accompanying proxy statement.
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Q:
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What
vote is required to approve each proposal?
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A.
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The
Director Election Proposal:
Each director must be elected by a plurality of the votes
cast, meaning a director nominee who received the highest number of affirmative votes
cast is elected. Any shares not voted (whether by abstention, withholding authority,
or broker non-vote) will have no effect on the Director Election Proposal.
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The
Auditor Proposal
: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention or withholding authority) will have no effect on the Auditor Proposal.
The
Compensation Proposal
: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Compensation
Proposal.
As
of the record date, the FRP directors and named executive officers own or control 17.76% of FRP’s outstanding shares of
common stock and intend to vote such shares “
FOR
” each of the Proposals.
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Q:
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What
do I need to do now and how do I vote?
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A:
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FRP
urges you to read this proxy statement carefully, including its annexes, and to consider
how the actions contemplated by each of the Proposals may affect you.
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If
your shares of FRP common stock are registered directly in your name with FRP’s transfer agent, you are considered, with
respect to those shares, to be the “shareholder of record,” and the proxy materials and proxy card are being sent
directly to you by FRP.
As
a shareholder of record, you may vote your shares at the annual meeting:
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●
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In
Person.
You may vote your shares in person at the annual meeting (if you satisfy
the admission requirements, as described below). Even if you plan to attend the annual
meeting in person, we encourage you to vote in advance by mail so that your vote will
be counted in the event you later decide not to attend the annual meeting.
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●
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By
Mail
.
You may authorize a proxy to vote your shares by completing, signing,
dating and promptly returning the proxy card in the postage-paid return envelope provided
with the proxy materials for receipt prior to the annual meeting.
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Everyone
attending the annual meeting may be required to present valid picture identification, such as a driver’s license or
passport. If your shares are held through an account with a broker, dealer, bank or other nominee, you will need a recent
brokerage account statement or letter from your broker, dealer, bank or other nominee reflecting stock ownership as of the
record date. If you do not have valid picture identification and, if applicable, a recent brokerage account statement or
letter from your broker, dealer, bank or other nominee reflecting stock ownership as of the record date, you may not be
admitted to the annual meeting.
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Q.
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How
will proxies be voted?
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A.
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Shares
represented by valid proxies will be voted at the annual meeting in accordance with the
directors given. If the enclosed proxy card is signed and returned without any directions,
the shares will be voted:
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●
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“
FOR
”
each of the nominees listed in the Director Election Proposal;
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●
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“
FOR
”
the Auditor Proposal; and
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●
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“
FOR
”
the Compensation Proposal.
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Q.
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What
happens if I do not sign and return my proxy card or vote by mail or in person at the
annual meeting?
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A.
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If
you are a shareholder of record of FRP common stock and you do not sign and return your
proxy card or vote by mail in person, your shares will not be voted at the annual meeting
and will not be counted as present for the purpose of determining the presence of a quorum,
which is required to transact business at the annual meeting.
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Assuming
the presence of a quorum, the failure to return your proxy card or otherwise vote your shares at the annual meeting will have
no effect on the outcome of the Proposals.
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Q.
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What
if I abstain from voting?
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A.
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If you attend the annual meeting or submit a proxy card, but affirmatively elect to abstain from voting, your
proxy will be counted as present for the purpose of determining the presence of a quorum for the annual meeting, but will not be
voted at the annual meeting. As a result, your abstention will have the same effect as voting “
AGAINST
” the
Auditor Proposal and the Compensation Proposal but will have no effect on the Director Election Proposal.
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Q.
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What
is a broker non-vote?
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A.
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Broker
non-votes are shares held in “street name” by brokers, dealers, banks and
other nominees that are present or represented by proxy at the annual meeting, but with
respect to which the broker, dealer, bank or other nominee is not instructed by the beneficial
owner of such shares how to vote on a particular proposal and such broker, dealer, bank
or nominee does not have discretionary voting power on such proposal.
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If
a beneficial owner of shares of FRP common stock held in “street name” does not give voting instructions to the broker,
dealer, bank or other nominee, then those shares will not be counted as present in person or by proxy at the annual meeting and,
therefore, will have no effect on the outcome of the Proposals.
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|
Q:
|
If
my shares of FRP common stock are held in “street name” by my broker, dealer,
bank or other nominee, will my broker, dealer, bank or nominee vote my shares for me
and may I vote in person?
|
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A:
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If
your shares of FRP common stock are held through an account with a broker, dealer, bank
or nominee, you are considered the beneficial owner of shares held in “street name,”
and these proxy materials are being forwarded to you together with a voting instruction
card. You must provide the record holder of your shares with instructions on how to vote
your shares. Please follow the voting instructions provided by your broker, dealer, bank
or other nominee. Please note that you may not vote shares held in “street name”
by returning a proxy card directly to FRP.
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As
the beneficial owner, you are also invited to attend the annual meeting in person. However, since a beneficial owner is not the
shareholder of record, you may not vote these shares in person at the annual meeting unless you obtain a “legal proxy”
from the broker, dealer, bank or other nominee that holds your shares giving you the right to vote the shares in person at the
annual meeting.
|
Q:
|
May
I revoke or change my vote after I have provided proxy instructions?
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A:
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Yes.
You may revoke or change your vote at any time before your proxy is voted at the annual
meeting. You can do this in one of three ways: (i) delivering written notice to FRP’s
Corporate Secretary at FRP’s principal executive office; (ii) executing and delivering
a proxy bearing a later date to FRP’s Corporate Secretary at FRP’s principal
executive office; or (iii) voting in person at the annual meeting. Your attendance at
the annual meeting without further action on your part will not automatically revoke
your proxy. If you have instructed your broker, dealer, bank or other nominee to vote
your shares, you must follow directions received from your broker, dealer, bank or other
nominee in order to change those instructions.
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|
Q.
|
What
constitutes a “quorum” for the annual meeting?
|
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A.
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Holders
of a majority of shares of FRP common stock entitled to vote at the annual meeting must
be present at the annual meeting, in person or by proxy, to constitute a quorum, which
is necessary to conduct the annual meeting. Your shares will be counted toward the quorum
if you submit a properly executed proxy or vote at the annual meeting. In addition, abstentions
and broker non-votes will be treated as “present” for the purpose of determining
the presence of a quorum for the transaction of business at the annual meeting. If a
quorum is not present at the annual meeting, FRP expects that the annual meeting will
be adjourned to a later date.
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|
Q:
|
Who
is paying for this proxy solicitation?
|
|
A:
|
FRP
will pay the entire cost of preparing, assembling, printing, mailing and distributing
these proxy materials and soliciting votes. FRP will bear any fees paid to the SEC. FRP
may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing
beneficial owners for their reasonable expenses in forwarding solicitation material to
such beneficial owners. FRP’s directors, officers and employees may also solicit
proxies in person or by other means of communication. Such directors, officers and employees
will not be additionally compensated but may be reimbursed for reasonable out-of-pocket
expenses in connection with such solicitation.
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Q.
|
What
does it mean if I received more than one proxy card?
|
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A.
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If
you received more than one proxy card, your shares are likely registered in more than
one name or are held in more than one account. These should each be voted and/or returned
separately in order to ensure that all of your shares of FRP common stock are voted.
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|
Q.
|
Whom
should I contact if I have any questions about the annual meeting?
|
|
A.
|
If
you have any questions about the annual meeting, or if you need assistance in submitting
your proxy or voting your shares or need additional copies of this proxy statement or
the enclosed proxy card, you should contact FRP at the address or telephone number listed
below:
|
FRP
Holdings, Inc.
200
W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
Attn: Corporate Secretary
(904) 858-9100
If
your shares are held through an account with a broker, dealer, bank or other nominee, you should call your broker, dealer, bank
or other nominee for additional information.
|
Q.
|
Where
can I find more information?
|
|
A.
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Additional
information about us can be obtained from the various sources described under “Where
You Can Find Additional Information” in this proxy statement.
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TABLE OF CONTENTS
THE
ANNUAL MEETING
Time,
Date and Place
The
annual meeting will be held on May 6, 2019 at 11:00 a.m., local time, in the Concourse Conference Room at 200 West Forsyth Street,
Jacksonville, Florida 32202.
Proposals
At
the annual meeting, or any postponement or adjournment thereof, holders of shares of FRP common stock on the record date will
consider and vote upon (i) the Director Election Proposal; (ii) the Auditor Proposal; and (iii) the Compensation Proposal. FRP
does not expect to transact any other business at the annual meeting or any adjournment or postponement thereof.
Recommendations
of the FRP Board
The
FRP Board has approved each of the proposals and recommends that you vote “
FOR
” the Director Election Proposal,
“
FOR
” the Auditor Proposal and “
FOR
” the Compensation Proposal.
Required
Vote
The
Director Election Proposal:
Each director must be elected by a plurality of the votes cast, meaning a director nominee who
received the highest number of affirmative votes cast is elected. Any shares not voted (whether by abstention, withholding authority,
or broker non-vote) will have no effect on the Director Election Proposal.
The
Auditor Proposal
: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention or withholding authority) will have no effect on the Auditor Proposal.
The
Compensation Proposal
: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Compensation
Proposal.
Quorum
Holders
of a majority of shares of FRP common stock entitled to vote at the annual meeting must be present at the annual meeting, in person
or by proxy, to constitute a quorum, which is necessary to conduct the annual meeting. Your shares will be counted toward the
quorum if you submit a properly executed proxy or vote at the annual meeting. In addition, abstentions and broker non-votes will
be treated as “present” for the purpose of determining the presence of a quorum for the transaction of business at
the annual meeting. If a quorum is not present at the annual meeting, FRP expects that the annual meeting will be adjourned to
a later date.
Record
Date
The
FRP Board has fixed the close of business on March 27, 2019 as the record date for the determination of shareholders entitled
to notice of and to vote at the meeting or any postponement or adjournment thereof. On the record date, 9,938,055 shares of common
stock were issued and outstanding. Each holder of record of common stock is entitled to one vote for each share common stock held
on each of the proposals.
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Proxies
You
may authorize a proxy to vote your shares by completing, signing, dating and promptly returning the proxy card in the postage-paid
return envelope provided with the proxy materials for receipt prior to the annual meeting.
Unless
contrary instructions are indicated, the votes entitled to be cast by shares of common stock represented by valid proxies will
be cast “
FOR
” the Director Election Proposal, “
FOR
” the Auditor Proposal and “
FOR
”
the Compensation Proposal. If a shareholder gives specific voting instructions, the votes entitled to be cast by the shareholder
will be cast in accordance with such instructions. In the absence of instructions to the contrary, it is the intention of the
persons named in the accompanying proxy to vote the shares represented thereby in accordance with their discretion on any other
matters properly brought before the annual meeting and discretionary authority to do so is included in the proxy.
The persons named
as proxies are John D. Baker II and John D. Milton, Jr.
Officer
and Secretary
Your
vote is important. Please return your marked proxy card promptly so your shares of common stock can be represented, even if you
plan to attend the annual meeting in person.
Shares
Held in “Street Name”; Broker Non-Votes
If
you hold your shares of FRP common stock through a broker or nominee and wish to vote, you must follow the voting instructions
provided to you by your broker or other nominee. If you do not receive a voting instruction card from your broker, please contact
your broker promptly to obtain the voting instruction card. Your vote is important to the success of the proposals.
Brokers
who hold shares in “street name” for customers have the authority to vote on “routine” proposals when
they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion
with respect to approval of non-routine matters and, as a result, absent specific instructions from the beneficial owner of such
shares, brokers will not vote those shares. This is referred to as a “broker non-vote”. Broker non-votes will be considered
as “present” for purposes of determining a quorum. Broker non-votes will have no effect on the Proposals.
Revocation
of Proxies
Any
proxy given by a shareholder may be revoked by the shareholder at any time prior to the voting of the proxy, by (i) delivering
written notice to FRP’s Corporate Secretary at FRP’s principal executive office; (ii) executing and delivering a proxy
bearing a later date to FRP’s Corporate Secretary at FRP’s principal executive office; or (iii) voting in person at
the annual meeting.. If a shareholder’s shares are held in “street name”, the shareholder must contact its broker,
bank or other nominee to change its vote.
Cost
of Proxy Solicitation
This
proxy statement is being provided to the FRP shareholders in connection with the solicitation of proxies by the FRP Board to be
voted at the annual meeting and at any adjournments or postponements of the annual meeting. FRP will bear the costs of printing,
filing and mailing this proxy statement and will pay the entire cost of soliciting proxies and holding the annual meeting.
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FRP
is making this solicitation by mail, but FRP’s directors and officers also may solicit by mail, telephone, facsimile, electronic
transmission, personal interview or otherwise. Such directors and officers will not receive additional compensation for soliciting
proxies.
FRP
will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable expenses incurred in sending
proxies and proxy materials to beneficial owners.
Assistance
If
you have any questions about the annual meeting, or if you need assistance in submitting your proxy or voting your shares or need
additional copies of this proxy statement or the enclosed proxy card, you should contact FRP at the address or telephone number
listed below:
FRP
Holdings, Inc.
200
W. Forsyth Street, 7th Floor
Jacksonville,
FL 32202
Attn:
Corporate Secretary
(904)
858-9100
If
your shares are held through an account with a broker, dealer, bank or other nominee, you should call your broker, dealer, bank
or other nominee for additional information.
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PROPOSAL
NO. 1: THE DIRECTOR ELECTION PROPOSAL
Pursuant
to our Articles of Incorporation, all directors elected at the Annual Meeting will serve a one-year term. The FRP Board has nominated
John D. Baker II, Charles E Commander III, H.W. Shad III, Martin E. Stein, Jr., William H. Walton III and Margaret B. Wetherbee
to be elected to serve as directors of the Company until the next annual meeting of shareholders and until their successors are
duly elected and qualified. Biographical information relating to our directors and director nominees is provided under the section
of this Proxy Statement entitled “Board of Directors and Corporate Governance.”
If
you are a shareholder of record, your proxy will be voted “FOR” the election of the persons nominated unless you indicate
otherwise. If any of the nominees named should become unavailable for election for any presently unforeseen reason, the persons
named in the proxy shall have the right to vote for a substitute as may be designated by the FRP Board to replace such nominee,
or the FRP Board may reduce the number of directors accordingly.
The
FRP Board unanimously recommends a vote “FOR” the election of these nominees as directors.
BOARD
OF DIRECTORS & CORPORATE GOVERNANCE
The
following sections provide an overview of FRP’s corporate governance standards and processes, including the independence
and other criteria we use in selecting our director nominees, the FRP Board leadership structure, risk oversight, shareholder
communications and responsibilities of the FRP Board and its Committees. Our corporate governance principles govern the operation
of the FRP Board of Directors and its Committees and guide our executive leaders in the execution of their responsibilities.
Our
Board of Directors and Director Nominees
The
table below contains information about our current directors and director nominees. At a meeting held on March 7, 2019, the FRP
Board increased the size of the FRP Board from five directors to six directors. All of our current directors have been nominated
for election to the FRP Board for the upcoming year, and Margaret B. Wetherbee has been nominated to fill the vacancy on the FRP
Board created by the increase in the size of the FRP Board. The FRP Board is comprised of a group of leaders in their respective
fields. Many directors have senior leadership experience and board and committee experience with public companies. In these positions,
they have gained significant and diverse management experience.
Name
|
Current
Position
|
Age
|
History
With The Company
|
John
D. Baker II
|
Executive Chairman and
Chief Executive Officer
|
70
|
Chief
Executive Officer: 2008-2010 and 2017- present
Director:
1986- present
|
Charles
E. Commander III
|
Director
|
78
|
Director:
2004- present
|
H.
W. Shad III
|
Director
|
72
|
Director:
2004- present
|
Martin
E. Stein, Jr.
|
Director
|
66
|
Director:
1992- present
|
William
H. Walton III
|
Director
|
66
|
Director:
2015- present
|
Margaret
B. Wetherbee
|
N/A
(Director Nominee)
|
50
|
N/A
|
You
will be asked to vote on the election of John D. Baker II, Charles E. Commander III, H. W. Shad III, Martin E. Stein, Jr.,
William H. Walton III and Margaret Wetherbee to the FRP Board at the Annual Meeting. The FRP Board and the Nominating and
Corporate Governance Committee believes that each director nominee brings a strong and unique set of attributes, experience,
leadership and skills in areas of importance to the Company that create a well-balanced, collaborative team that serves the
Company and its shareholders well. The biographies below describe each director nominee and his qualifications that led the
Nominating and Corporate Governance Committee to nominate these individuals.
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John
D. Baker II, age 69, served as President and Chief Executive Officer of the Company from February 6, 2008 until September 30,
2010 and was again appointed as the Chief Executive Officer of the Company on March 13, 2017. He was elected as a director of
the Company in 1986. From February 1996 to November 16, 2007, Mr. Baker served as President and Chief Executive Officer of Florida
Rock Industries, Inc. Mr. Baker currently serves as a director for Wells Fargo & Co. and has formerly served as a director
for Vulcan Materials Company, Progress Energy, Inc. and Texas Industries, Inc. Mr. Baker brings to the FRP Board extensive knowledge
in rock mining and real estate industries, as well as proven public company leadership and business experience.
Mr.
Commander, age 77, is a retired partner at the law firm Foley & Lardner, LLP, where he practiced corporate, financial institutions
and real estate law and was previously a member of that firm’s management committee. Mr. Commander was elected as a director
of the Company in 2004. Mr. Commander currently serves as the Executive Chairman for Property Investment Services, Inc. Mr. Commander
previously served on the boards of EverBank Financial Corp., a diversified financial services company, and BSR Trust, LLC, which
is engaged in developing and managing residential rental properties. Mr. Commander has served on the boards of numerous civic
and charitable organizations. Mr. Commander’s many years of legal experience and his service on other boards provides the
FRP Board valuable insights regarding our business and on corporate governance and management issues.
H.W.
Shad III, age 71, was elected as a director of the Company in 2004. For the past twelve years, Mr. Shad was the owner of Bozard
Ford Company, an automobile dealership. Mr. Shad is a recently retired certified public accountant, and the FRP Board has determined
that he is an audit committee financial expert. Mr. Shad’s accounting and business expertise provide important leadership
to the FRP Board.
Martin
E. “Hap” Stein Jr., age 65, was elected as a director of the Company in 1992. Mr. Stein has served as Chief Executive
Officer of Regency Centers Corporation, a real estate investment trust, since its initial public offering in 1993 and served as
its Chairman of the board from 1999 to 2018. Mr. Stein also served as a director and member of the compensation committee for
Stein Mart, Inc. from 2001 to 2014. Mr. Stein brings to the FRP Board extensive knowledge of the commercial real estate industry,
as well as proven public company leadership and business expertise.
William
H. Walton III, age 65, is a founding Managing Member and Chairman of Rockpoint Group, L.L.C., a real estate private equity firm
and registered investment adviser. Mr. Walton was co-founder and Managing Member of Westbrook Real Estate Partners, L.L.C., a
real estate investment firm. Mr. Walton formerly served on the boards of directors of Florida Rock Industries, Inc. and St. Joe
Company. Mr. Walton brings to the FRP Board extensive experience in the real estate investment business and a proven track record
of leadership.
Margaret Baker Wetherbee, age 50, has served as the vice president of the Thomasville Center for the Arts board of directors,
and as a member of the board's arts and education committee and executive committee, since 2015. Ms. Wetherbee has also served
as a member of the board of directors and nominating committee of the Archbold Foundation since 2015. Ms. Wetherbee currently
serves as a member of the All Saints Episcopal Vestry and has previously served as a member of the board of directors for
the Thomasville Antiques Show. From 1998 to 2008, Ms. Wetherbee practiced law at Rogers Towers, P.A. in the area of commercial
real estate transactions, with a focus on real estate development, finance, sale and acquisition transactions and lease negotiations.
Ms. Wetherbee has been nominated to serve as a director of the Company in light of her valuable legal experience and experience
in board leadership. Additionally, Ms. Wetherbee, if elected, would bring diversity to the FRP Board.
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Director
Attendance at Annual Meeting of Shareholders
It
is a policy of the Company that our directors are required to attend the annual meeting of shareholders unless extenuating circumstances
prevent them from attending. All directors expect to be present at this year’s annual meeting of shareholders.
Director
Independence
Pursuant
to NASDAQ listing standards, the FRP Board is required to evaluate each director to determine whether he or she qualifies as an
“independent director.” The FRP Board must determine that a director has no relationship that, in the judgment of
the FRP Board, would interfere with the exercise of independent judgment by the director in carrying out his or her responsibilities.
The listing standards specify the criteria by which the independence of our directors will be determined. The listing standards
also prohibit Audit Committee and Compensation Committee members from any direct or indirect financial relationship with the Company,
and restrict commercial relationships of all directors with the Company. Directors may not be given personal loans or extensions
of credit by the Company, and all directors are required to deal at arm’s length with the Company and its subsidiaries and
to disclose any circumstances that might be perceived as a conflict of interest.
The
FRP Board has determined that four of our six current directors and director nominees (Charles E. Commander III, H.W. Shad III,
Martin E. Stein, Jr. and William H. Walton III) are independent of management in accordance with the listing standards of The
NASDAQ Global Select Market. All of the members of the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee are independent directors.
Independent
directors regularly meet in executive sessions without management and may select a director to facilitate the meeting. The independent
directors met in executive session five times during 2018, with Mr. Commander presiding over each executive session.
Nominating
Process
The
Nominating and Corporate Governance Committee
The
Nominating and Corporate Governance Committee (the “
Nominating Committee
”) identifies individuals whom the
Nominating Committee believes are qualified to become FRP Board members in accordance with the director qualification standards
set forth below, and recommends selected individuals to the FRP Board for nomination to stand for election at the next meeting
of shareholders of the Company in which directors will be elected. In the event there is a vacancy on the FRP Board between meetings
of shareholders, the Nominating Committee identifies individuals that the Nominating Committee believes are qualified to become
FRP Board members in accordance with the Director Independence Standards set forth above, and recommends one or more of such individuals
for appointment to the FRP Board.
In
the event the Nominating Committee recommends an increase in the size of the FRP Board or a vacancy occurs, the Nominating
Committee may consider qualified nominees from several sources, including current FRP Board members and search firms. The
Nominating Committee may from time to time retain a search firm to help the Nominating Committee identify qualified director
nominees for consideration by the Nominating Committee. The Nominating Committee evaluates qualified director nominees
against the current director qualification standards described below and reviews qualified director nominees with the FRP
Board. The Nominating Committee and the Chairman of the FRP Board interview candidates who meet the director qualification
standards, and the Nominating Committee selects nominees who best suit the FRP Board’s current needs and recommends one
or more of such individuals for appointment to the FRP Board.
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Director
Qualification Standards
The
Nominating Committee has established the following standards and qualifications for members of the FRP Board:
|
●
|
Each
director shall at all times represent the interests of the shareholders of the Company.
|
|
●
|
Each
director shall at all times exhibit high standards of integrity, commitment and independence
of thought and judgment.
|
|
●
|
Each
director shall dedicate sufficient time, energy and attention to ensure the diligent
performance of his or her duties, including attending shareholder meetings and meetings
of the FRP Board and committees of which he or she is a member, and by reviewing in advance
all meeting materials.
|
|
●
|
The
FRP Board shall meet the applicable standards of independence from the Company and its
management.
|
|
●
|
The
FRP Board shall encompass a range of talent, skill and expertise sufficient to provide
sound and prudent guidance with respect to all of the Company’s operations and
interests.
|
In
considering diversity in the selection of nominees, the Nominating Committee looks for individuals with varied experience, background,
knowledge, skills and viewpoints in order to achieve and maintain a group of directors that, as a whole, provides effective oversight
of the management of the Company. Although our nomination policy does not prescribe specific standards for diversity, the FRP
Board and Nominating Committee do look for nominees with a diverse set of skills that will complement the existing skills and
experience of our directors and provide an overall balance of diversity of perspectives, backgrounds and experiences. The FRP
Board recognizes the value of gender and racial diversity among its members.
Nominees
Proposed by Shareholders
The
Nominating Committee will consider properly submitted shareholder nominees for candidates for membership on the FRP Board. Shareholders
proposing individuals for consideration by the Nominating Committee must include, at a minimum, the following information about
the proposed nominee: the proposed nominee’s name, age, business or residence address, principal occupation or employment,
and whether such person has given written consent to being named in the proxy statement as a nominee and to serving as a director
if elected. Shareholders should send the required information about the nominee to:
Corporate
Secretary
FRP
Holdings, Inc.
200
W. Forsyth Street, 7th Floor
Jacksonville,
Florida 32202
In
order for an individual proposed by a shareholder to be considered by the Nominating Committee for recommendation as a
director nominee at the annual meeting of shareholders to be held in 2020, the Corporate Secretary must receive the proposal
no later than 5 p.m. Eastern Time on December 31, 2019. Such proposals must be sent via registered, certified or express
mail. The Corporate Secretary will send properly submitted shareholder proposed nominations to the Nominating Committee chair
for consideration at a future Nominating Committee meeting. Individuals proposed by shareholders in accordance with these
procedures will receive the same consideration that individuals identified to the Nominating Committee through other means
receive.
TABLE OF CONTENTS
Nominations
by Shareholders at Annual Meeting
Pursuant
to the Company’s Articles of Incorporation, directors may be nominated at a meeting of shareholders at which directors are
being elected, by (1) the FRP Board or any committee or person authorized or appointed by the FRP Board, or (2) by any shareholder
who is entitled to vote for the election of directors at the meeting and who complies with certain advance notice procedures.
These notice procedures require that the nominating shareholder make the nomination by timely notice in writing to the Secretary
of the Company. To be timely, the notice must be received at the principal executive offices of the Company not less than forty
(40) days prior to the meeting except that, if less than fifty (50) days’ notice or prior public disclosure of the date
of the meeting is given to shareholders, the notice must be received no later than ten (10) days after the notice of the date
of the meeting was mailed or such public disclosure was made. The notice must contain certain information about the proponent
and each nominee, including such information about each nominee as would have been required to be included in a proxy statement
filed pursuant to the rules of the SEC had such nominee been nominated by the FRP Board.
Board
Leadership
John
D. Baker II serves as the Chairman of the FRP Board and as FRP’s Chief Executive Officer. Mr. Baker has served as a director
of the Company since 1986, served as the President and Chief Executive Officer from 2008 to 2010 and was again appointed as the
Chief Executive Officer of the Company on March 13, 2017. From 1996 to 2007, Mr. Baker served as President and Chief Executive
Officer of Florida Rock Industries, Inc. Mr. Baker currently serves as a director for Wells Fargo & Co. and has formerly served
as a director for several other public companies.
It
is a policy of the Company that when the Chairman of the FRP Board is not an independent director, the independent directors will
annually appoint a lead independent director.
Mr.
Commander currently serves as lead independent director. The lead independent director presides over executive sessions of the
independent directors and performs other duties as may be assigned from time to time by the FRP Board.
The
FRP Board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility
and oversight between management and the independent members of the FRP Board. It does this by giving primary responsibility for
the operational leadership and strategic direction of the Company to our Chief Executive Officer, while enabling the lead independent
director to facilitate the FRP Board’s independent oversight of management. The FRP Board believes its programs for overseeing
risk, as described under the “Risk Oversight” section below, would be effective under a variety of leadership frameworks
and therefore do not materially affect its choice of structure.
Committees
The
FRP Board currently has five directors and the following four committees: the Audit Committee, the Compensation Committee, the
Nominating and Corporate Governance Committee, and the Executive Committee. The membership during 2018 and the function of each
committee are described below.
In
2018, the FRP Board held five meetings, the Audit Committee held four meetings, the Compensation Committee held two meetings and
the Nominating and Corporate Governance Committee held one meeting.
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During
2018, the Executive Committee did not hold any formal meetings but voted on various matters by unanimous written consent. The
independent directors met in executive sessions following all Board meetings. With the exception of the absence of two directors
from one board meeting each, all of our directors attended all of the meetings of the FRP Board and all committees on which the
director served. Except for the Executive Committee, each of the committees of the FRP Board is composed exclusively of independent
directors.
Director
|
Audit
|
Compensation
|
Nominating/Corporate
Governance
|
Executive
|
John
D. Baker II
|
|
|
|
X
|
Charles
E. Commander III
|
X
|
X*
|
|
|
H.
W. Shad III
|
X*
|
|
X
|
|
Martin
E. Stein, Jr.
|
|
X
|
X*
|
|
William
H. Walton III
|
X
|
X
|
X
|
|
John
D. Milton, Jr.
(1)
|
|
|
|
X
|
X
– Committee Member * – Committee Chair
|
(1)
|
Mr.
Milton is an ex officio member of the Executive Committee. Mr. Milton serves as the Executive
Vice President and Chief Financial Officer of the Company.
|
Audit
Committee
The
Audit Committee assists the FRP Board in its oversight of the Company’s accounting and financial reporting processes and
the audit of the Company’s financial statements, the integrity of the Company’s financial statements, compliance with
legal and regulatory requirements, and the qualifications, independence, and performance of the Company’s independent auditor.
In addition to other responsibilities, the Audit Committee also:
|
●
|
Reviews
the annual audited and the quarterly consolidated financial statements;
|
|
●
|
Discusses
with the independent auditor all critical accounting policies to be used in the consolidated
financial statements, all alternative treatments of financial information that have been
discussed with management, other material communications between the independent auditor
and management, and the independent auditor’s observations regarding the Company’s
internal controls;
|
|
●
|
Reviews
earnings press releases prior to issuance;
|
|
●
|
Appoints,
oversees, and approves compensation of the independent auditor;
|
|
●
|
Approves
all audit and permitted non-audit services provided by the independent auditor;
|
|
●
|
Reviews
findings and recommendations of the independent auditor and management’s response
to the recommendations of the independent auditor;
|
|
●
|
Recommends
whether the audited financial statements should be included in the Company’s Annual
Report on Form 10-K; and
|
|
●
|
Reviews
and approves all transactions between the Company and any related person that are required
to be disclosed under the rules of the SEC that have not previously been approved by
the Company’s independent directors.
|
TABLE OF CONTENTS
The
FRP Board has determined that all Audit Committee members are independent and are able to read and understand financial statements.
The FRP Board has also determined that the Chair of the Committee, H.W. Shad III, qualifies as an “audit committee financial
expert” within the meaning of SEC regulations. The charter of the Audit Committee (as adopted on December 3, 2014) is available
on our website at www.frpholdings.com under
Corporate Governance
.
Compensation
Committee
The
primary functions of the Compensation Committee are to discharge the responsibilities of the FRP Board relating to the compensation
of the Company’s executive officers and prepare an annual report on executive compensation to be included in the Company’s
proxy statement. In addition, the Compensation Committee:
|
●
|
Reviews
and approves the Company’s goals and objectives relevant to the compensation of
the Chief Executive Officer and evaluates his job performance in light of those goals
and objectives;
|
|
●
|
Establishes
compensation levels, including incentive and bonus compensation, for the Chief Executive
Officer;
|
|
●
|
Establishes
and determines, in consultation with the Chief Executive Officer, the compensation levels
of other senior executive officers;
|
|
●
|
Reviews,
periodically, with the Chairman and the Chief Executive Officer the succession plans
for senior executive officers and makes recommendations to the FRP Board regarding the
selection of individuals to occupy these positions;
|
|
●
|
Administers
the Company’s stock plans; and
|
|
●
|
Reviews
and reassesses the Compensation Committee charter for adequacy on an annual basis.
|
None
of the members of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries during the 2016
Stub Period or fiscal year 2017 or had any relationship requiring disclosure by the Company under the rules of the SEC requiring
disclosure of certain relationships and related party transactions. None of our executive officers serves as a member of the board
of directors or compensation committee of any entity that has one or more executive officer serving the FRP Board or Compensation
Committee.
The
charter of the Compensation Committee (as adopted on December 3, 2014) has been formally adopted by the Company and is available
at www.frpholdings.com under
Corporate Governance
.
Nominating
and Corporate Governance Committee
The
primary functions of the Nominating Committee are to (1) identify individuals who are qualified to serve on the Company’s
Board of Directors, (2) recommend for selection by the FRP Board the director nominees for the next annual meeting of the shareholders,
(3) review and recommend to the FRP Board changes to the corporate governance practices of the Company, and (4) oversee the annual
evaluation of the FRP Board. In addition, the Nominating Committee establishes criteria for the FRP Board membership.
The
charter of the Nominating Committee (as adopted on December 3, 2014) is available at www.frpholdings.com under
Corporate Governance
.
TABLE OF CONTENTS
Executive
Committee
John
D. Baker II and John D. Milton, Jr. (ex officio), comprised the Executive Committee during fiscal year 2018. To the extent permitted
by law, the Executive Committee exercises the powers of the FRP Board between meetings of the FRP Board.
Business
Conduct Policies
We
believe that operating with honesty and integrity has earned us trust from our customers, credibility within our communities,
and dedication from our employees. Our senior executive and financial officers are bound by our Financial Code of Ethical Conduct.
In addition, our directors, officers and employees are required to abide by our Code of Business Conduct and Ethics to ensure
that our business is conducted in a consistently legal and ethical manner. These policies cover many topics, including conflicts
of interest, protection of confidential information, fair dealing, protection of the Company’s assets and compliance with
laws, rules and regulations.
Employees
are required to report any conduct that they believe in good faith to be an actual or apparent violation of these policies. The
Audit Committee has adopted procedures to receive, retain, and treat complaints received regarding accounting, internal accounting
controls, or auditing matters, and to allow for the confidential and anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.
The
Financial Code of Ethical Conduct and the Code of Business Conduct and Ethics (as adopted on December 3, 2014) is available on
our website at www.frpholdings.com under
Corporate Governance
.
Risk
Oversight
The
FRP Board exercises direct oversight of strategic risk to the Company. Management annually (or periodically in the event greater
frequency is required due to unforeseen circumstances) prepares an enterprise risk assessment and mitigation strategy that it
reviews with the Audit Committee. The Audit Committee reports to the FRP Board, which in turn, provides guidance on risk appetite,
assessment and mitigation.
Board
and Committee Self-Assessment
It
is a policy of the Company that the FRP Board and each committee, under the supervision of the Nominating Committee, conduct a
self-evaluation of their performance at least annually. The self-evaluation process serves to assess the FRP Board’s and
the committees’ performance and effectiveness during the previous year. Each member of the FRP Board and each committee
member completes a questionnaire that addresses various aspects of the FRP Board or committee’s meetings, membership, culture,
relationship with management and other committees and role and responsibilities and solicits recommendations for the upcoming
year.
Communication
with Directors
The
FRP Board has adopted the following process for shareholders to send communications to members of the FRP Board. Shareholders
may communicate with the chairs of the Audit, Compensation, and Nominating Committees of the FRP Board, or with our independent
directors, by sending a letter to the following address: Board of Directors, FRP Holdings, Inc., c/o Corporate Secretary, 200
W. Forsyth Street, 7th Floor, Jacksonville, Florida 32202.
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NON-EMPLOYEE
DIRECTOR COMPENSATION
Our
non-employee directors receive cash compensation, as well as equity compensation in the form of stock grants of Company common
stock. The following table summarizes the compensation paid to each of our non-employee directors during 2018. All amounts reflect
the dollar value of the compensation.
DIRECTOR
COMPENSATION
|
Name
|
Fees
earned or paid in
cash
($)
(1)
|
Stock
Awards ($)
(2)
|
Total
(3)
|
|
|
|
|
Charles
E. Commander III
|
$34,000
|
$263,697
|
$297,697
|
H.
W. Shad III
|
$36,500
|
$263,697
|
$300,197
|
Martin
E. Stein, Jr.
|
$28,000
|
$263,697
|
$291,697
|
William
H. Walton III
|
$32,000
|
$263,697
|
$295,697
|
|
(1)
|
The
table below sets forth the cash fees arrangements for the FRP Board and for each committee:
|
All
Non-Employee Directors
|
Annual
Retainer
|
$15,000
|
Attendance
Fee for Unscheduled Meetings
|
$1,500
|
Audit
Committee
|
Annual
Fee: Chairman
|
$10,000
|
Annual
Fee: Member
|
$5,000
|
Meeting
Fees: Chairman
(a)
|
$1,500
|
Meeting
Fees: Member
(a)
|
$1,000
|
Compensation
Committee
|
Annual
Fee: Chairman
|
$5,000
|
Annual
Fee: Member
|
$1,000
|
Meeting
Fees: Chairman
|
$1,500
|
Meeting
Fees: Member
|
$1,000
|
Other
Committees
|
Annual
Fee: Chairman
|
$2,000
|
Annual
Fee: Member
|
$1,000
|
Meeting
Fees: Chairman
|
$1,500
|
Meeting
Fees: Member
|
$1,000
|
|
(a)
|
The
Audit Committee members receive no meeting fees for the four regularly-scheduled quarterly
meetings. Meeting fees apply only to the extent there are additional Audit Committee
meetings.
|
|
(2)
|
This
column reflects the combined values of the following grants of Company common stock to
each of our non-employee directors under the Company’s 2016 Equity Incentive Plan
(“
Equity Incentive Plan
”): (i) 3,000 shares on May 14, 2018, valued
at $170,700, which were granted in connection with 2018 compensation and (ii) 2,023 shares
on December 5, 2018, valued at $92,997, which were granted in connection with 2019 compensation.
The values were determined using the closing price of the Company’s common stock
on the NASDAQ Global Select Market on May 14, 2018 with respect to the grants made on
such date, which was $56.90, and December 4, 2018 with respect to the grants made on
December 5, 2018 (due to market closures on December 5, 2018), which was and $45.97.
The aggregate grant date fair value was computed in accordance with FASB Topic 718.
|
|
(3)
|
As
discussed in footnote 2, non-employee director stock grants for 2018 and 2019 were granted
during fiscal year 2018, which is reflected in the total compensation column. The total
compensation for each non-employee director for 2018, excluding the 2019 stock grant
made on December 5, 2018 is as follows:
|
Name
|
Total
Excluding 2019 Stock Grant
|
|
|
Charles
E. Commander III
|
$204,700
|
H.
W. Shad III
|
$207,200
|
Martin
E. Stein, Jr.
|
$198,700
|
William
H. Walton III
|
$202,700
|
TABLE OF CONTENTS
SECURITIES
OWNERSHIP
Directors,
Director Nominees and Executive Officers
The
following table shows the number of shares of the Company’s common stock beneficially owned by each of the Company’s
directors, director nominees and executive officers of the Company as a group as of March 15, 2019.
Name
of Beneficial Owner
|
Amount
and Nature of
Beneficial
Ownership
(1)
|
Percent
of
Class
|
John
D. Baker II
|
1,387,662
(2)
|
13.93%
|
Charles
E. Commander III
|
33,231
(3)
|
*
|
David
H. deVilliers, Jr.
|
73,380
(4)
|
*
|
David
H. deVilliers III
|
3,878
(5)
|
*
|
H.
W. Shad III
|
28,731
|
*
|
Martin
E. Stein, Jr.
|
187,568
(6)
|
1.88%
|
William
H. Walton III
|
13,231
|
*
|
Margaret
B. Wetherbee
|
52,008
(7)
|
*
|
Total:
|
1,779,649
|
17.70%
|
*
Less than 1%
|
(1)
|
Unless
otherwise indicated, beneficial owners directly hold and have sole voting and investment
power with respect to their respective shares reported in this table.
|
|
(2)
|
John
D. Baker II’s beneficial ownership includes: (i) 12,000 shares he holds directly;
(ii) 10,025 shares held in retirement accounts; (iii) 236,449 shares held by the John
D. Baker II Living Trust, for which Mr. Baker is the sole trustee and sole beneficiary;
(iv) 660 shares held by the Trust for John D. Baker II, for which Mr. Baker is the sole
trustee and sole beneficiary; (v) 1,113,474 shares held by the Trust FBO John D. Baker
II U/A Cynthia L. Baker Trust dated 4/30/1965, for which Mr. Baker serves as co-trustee
and is the sole income beneficiary, as to which Mr. Baker has shared voting and investment
power, and as to which Mr. Baker disclaims beneficial ownership except to the extent
of his pecuniary interest therein; (vi) 3,789 shares held by his wife’s living
trust, as to which he disclaims beneficial ownership except to the extent of his pecuniary
interest therein; and (vii) 11,225 shares underlying stock options that are exercisable
within 60 days.
|
|
(3)
|
Charles
E. Commander III’s beneficial ownership includes 27,231 shares he holds directly
and 6,000 shares held in his IRAs.
|
|
(4)
|
David
H. deVilliers, Jr.’s beneficial ownership includes 1,350 shares he holds directly
and 68,922 stock options that are exercisable within the next 60 days.
|
|
(5)
|
David
H. deVilliers III’s beneficial ownership includes 165 shares that he holds directly,
634 shares held in his 401(k) and 3,065 stock options that are exercisable within the
next 60 days.
|
|
(6)
|
Martin
E. Stein’s beneficial ownership includes 66,668 shares that he holds directly and
120,900 shares held by Regency Square II, a Florida general partnership, as to which
Mr. Stein has shared voting and investment power. Mr. Stein owns a 2.5248% partnership
interest in Regency Square II and is a co-trustee and a beneficiary of a testamentary
trust that holds a 46.21% interest in Regency Square II.
|
|
(7)
|
Ms.
Wetherbee’s shares of FRP common stock are held in a margin account. In addition
to the shares reported in the table above, Ms. Wetherbee is a residuary beneficiary with
respect to 423,474 shares of FRP common stock under the Trust FBO Edward L. Baker U/A
Cynthia L. Baker Trust dated 4/30/1965.
|
TABLE OF CONTENTS
Shareholders
Holding More Than Five Percent of Common Stock
The
following table shows the number of shares of the Company’s common stock beneficially owned by each person (or group of
people) known by the Company to beneficially own more than 5% of the common stock of the Company.
Name
and Address
of
Beneficial Owner
|
Amount
and Nature of
Beneficial
Ownership
|
Percent
of Class
|
|
|
|
Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965
John D. Baker II
200 W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
Edward L. Baker II
200 W. Forsyth Street, 12th Floor
Jacksonville, FL 32202
|
1,113,474
(1)
1,387,622
(1)(2)
1,210,774
(1)(3)
|
11.2%
13.9%
12.1%
|
|
|
|
Thompson
S. Baker II
200
W. Forsyth Street, 7th Floor
Jacksonville,
FL 32202
|
587,870
(4)
|
5.9%
|
|
|
|
Trust
FBO Sarah B. Porter U/A Cynthia
L.
Baker Trust dated 4/30/2965
1165
5
th
Avenue #10-D
New
York, NY 10029
|
913,911
(5)
|
9.2%
|
|
|
|
Estabrook
Capital Management LLC
Charles
T. Foley
David
P. Foley
900
Third Avenue
New
York, NY 10022
|
521,713
(6)
|
5.2%
|
|
|
|
The
Vanguard Group
100
Vanguard Boulevard
Malvern,
PA 19355
|
684,304
(7)
|
6.8%
|
|
|
|
BlackRock,
Inc.
55
East 52nd Street
New
York, NY 10055
|
526,691
(8)
|
5.2%
|
|
|
|
Royce
& Associates, LP
745
Fifth Avenue
New
York, NY 10151
|
566,705
(9)
|
5.6%
|
|
(1)
|
The
Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, for which John
D. Baker II and Edward L. Baker II serve as co-trustees, and to which John D. Baker II
is the sole income beneficiary, holds 1,113,474 shares, which shares are included in
the beneficial ownership calculations for John D. Baker II, Edward L Baker II and the
Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, each of whom are
members of a group pursuant to the Schedule 13D filed with the SEC on March 20, 2019.
John D. Baker II and Edward L Baker II have shared voting and investment power with respect
to such shares.
|
|
(2)
|
John
D. Baker II’s beneficial ownership includes: (i) 12,000 shares he holds directly;
(ii) 10,025 shares held in retirement accounts; (iii) 236,449 shares held by the John
D. Baker II Living Trust, for which Mr. Baker is the sole trustee and sole beneficiary;
(iv) 660 shares held by the Trust for John D. Baker II, for which Mr. Baker is the sole
trustee and sole beneficiary; (v) 1,113,474 shares held by the Trust FBO John D. Baker
II U/A Cynthia L. Baker Trust dated 4/30/1965, as to which Mr. Baker disclaims beneficial
ownership except to the extent of his pecuniary interest therein; (vi) 3,789 shares held
by his wife’s living trust, as to which he disclaims beneficial ownership except
to the extent of his pecuniary interest therein; and (vii) 11,225 shares underlying stock
options that are exercisable within 60 days. Mr. Baker has sole voting and investment
power with respect to the shares described in clauses (i), (ii), (iii) and (iv).
|
TABLE OF CONTENTS
|
(3)
|
Edward
L. Baker II’s beneficial ownership includes (i) 660 shares that he holds directly;
(ii) 96,640 shares held by the Edward L’Engle Baker II Revocable Living Trust,
for which Mr. Baker is the sole trustee and sole beneficiary and (iii) 1,113,474 shares
of common stock held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated
4/30/1965, as to which Mr. Baker disclaims beneficial ownership except to the extent
of his pecuniary interest therein. Mr. Baker has sole voting and investment power with
respect to the shares described in clauses (i) and (ii).
|
|
(4)
|
In
a Schedule 13G filed with the SEC on February 14, 2019, Thompson S. Baker II reported
that, as of December 31, 2018, he was the beneficial owner of (i)155,600 shares owned
by the Thompson S. Baker II Revocable Living Trust; (ii) 423,474 shares held by the Trust
FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965, for which Mr. Baker serves
as co-trustee, which shares are held for the benefit of his father, and as to which Mr.
Baker disclaims beneficial ownership except to the extent of his pecuniary interest therein;
(iii) 2,199 shares held by the Julia Elizabeth Baker Trust, for which Mr. Baker serves
as co-trustee, which shares are held in trust for the benefit of his daughter; (iv) 2,199
shares held by the Mary Cameron Baker Trust, for which Mr. Baker serves as co-trustee,
which shares are held in trust for the benefit of his daughter; (v) 2,199 shares held
by the Samuel McDonald Baker Trust, as co-trustee, which shares are held in trust for
the benefit of his son; and (vi) 2,199 shares held by his wife’s living trust,
Mr. Baker disclaims beneficial ownership except to the extent of his pecuniary interest
therein. Mr. Baker has sole voting and investment power with respect to the shares described
in clause (i) and shared voting and investment power with respect to the shares described
in clauses (ii), (iii), (iv) and (v).
|
|
(5)
|
In
a Schedule 13G filed with the SEC on February 14, 2019, Cynthia P. Ogden, as trustee
for the Trust FBO Sarah B. Porter U/A Cynthia L. Baker Trust Dated 4/30/1965, reported
that as of December 31, 2018, the Trust FBO Sarah B. Porter U/A Cynthia L. Baker Trust
Dated 4/30/1965 beneficially owned 913,911 shares, as to which Cynthia P. Ogden, as trustee,
has sole voting and investment power.
|
|
(6)
|
In
a Schedule 13G filed with the SEC on February 14, 2019, Estabrook Capital Management
LLC, Charles T. Foley and David P. Foley reported that, as of December 31, 2018, Estabrook
Capital Management LLC beneficially owned 521,713 shares, as to which Charles T. Foley
and David P. Foley have shared voting and investment power.
|
|
(7)
|
In
a Schedule 13G filed with the SEC on February 11, 2019, The Vanguard Group reported that,
as of December 31, 2018, it beneficially owned 521,713 shares, 7,314 as to which it had
sole voting power, 300 as to which it had shared voting power, 676,690 as to which it
had sole investment power and 7,614 as to which it had shared investment power.
|
|
(8)
|
In
a Schedule 13G filed with the SEC on February 8, 2019, BlackRock, Inc. reported that,
as of December 31, 2018, it beneficially owned 526,691 shares, 510,160 as to which it
had sole voting power and 526,691 as to which it had sole investment power.
|
|
(9)
|
In
a Schedule 13G/A filed with the SEC on January 14, 2019, Royce & Associates, LP reported
that, as of December 31, 2018, it had sole voting and investment power with respect to
566,705 shares.
|
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires the Company’s executive officers, directors and beneficial owners of 10% or more of the
Company’s outstanding common stock to file initial reports of ownership and reports of changes in ownership with the SEC,
NASDAQ and the Company. Based solely on a review of the copies of such forms furnished to the Company and written representations
from the Company’s executive officers and directors, the Company believes all persons subject to these reporting requirements
filed the required reports on a timely basis during fiscal year 2018.
TABLE OF CONTENTS
RELATED
PARTY TRANSACTIONS
Transactions
With Patriot Transportation Holding, Inc.
On
January 30, 2015, we completed a spin-off of our former transportation business. The spin-off was effected through a corporate
reorganization, followed by the distribution by the Company of all of the shares of common stock of Patriot Transportation Holding,
Inc. (“
Patriot
”; NASDAQ – PATI). Patriot now fully owns and operates the transportation business that
was formerly a segment of FRPH, and FRPH fully owns and operates the real estate business. For more information regarding the
Spin-off, you may refer to Patriot’s Information Statement, which is attached as Exhibit 99.1 to Patriot’s Form 10,
filed with the Securities Exchange Commission on December 31, 2014, available at www.sec.gov.
In
connection with the spin-off, we entered into a separation and distribution agreement, a tax matters agreement, an employee matters
agreement and a transition services agreement, which provide a framework for our relationships with Patriot after the spin-off.
These agreements provide for the allocation between Patriot and the Company of the assets, liabilities, and obligations of the
Company and its subsidiaries, and govern the relationships between Patriot and the Company (including with respect to transition
services, employee matters, real property matters, tax matters, and certain other commercial relationships). This summary of the
agreements is qualified in its entirety by reference to the full text of the applicable agreements, which are listed as exhibits
to the Company’s Current Report on Form 8-K filed on February 3, 2015.
In
the opinion of the Company, the terms, conditions, transactions and payments under the agreements with the persons described above
were not less favorable to the Company than those which would have been available from unaffiliated persons.
Policies
and Procedures
The
Audit Committee of the FRP Board is responsible for reviewing and approving all material transactions with any related party not
previously approved by the Company’s independent directors. This responsibility is set forth in writing in our Audit Committee
charter, a copy of which is available at www.frpholdings.com under
Corporate Governance
. In certain cases, transactions
have been approved by a committee consisting of all independent directors. Related parties include any of our directors or executive
officers, and certain of our shareholders and their immediate family members.
To
identify related party transactions, each year, we submit and require our directors and officers to complete director and officer
questionnaires identifying any transactions with us in which the officer or director or their family members have an interest.
We review related party transactions due to the potential for a conflict of interest. A conflict of interest occurs when an individual’s
private interest interferes, or appears to interfere, in any way with our interests. Our Code of Business Conduct and Ethics requires
all directors, officers and employees who may have a potential or apparent conflict of interest to immediately notify our Chief
Financial Officer.
We
expect our directors, officers and employees to act and make decisions that are in our best interests and encourage them to avoid
situations which present a conflict between our interests and their own personal interests. Our directors, officers and employees
are prohibited from taking any action that may make it difficult for them to perform their duties, responsibilities and services
to the Company in an objective and effective manner. In addition, we are strictly prohibited from extending personal loans to,
or guaranteeing personal obligations of, any director or officer. Exceptions are only permitted in the reasonable discretion of
the FRP Board. A copy of our Code of Business Conduct and Ethics is available at www.frpholdings.com under
Corporate Governance
.
TABLE OF CONTENTS
AUDIT
COMMITTEE REPORT
The
Audit Committee reviews the Company’s financial reporting process on behalf of the FRP Board. Management has the primary
responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee
also selects the Company’s independent registered public accounting firm. The Audit Committee held four formal meetings
in fiscal year 2018.
In
this context, the Audit Committee has met and held discussions with management and the independent registered public accounting
firm regarding the fair and complete presentation of the Company’s results and the assessment of the Company’s internal
control over financial reporting. The Audit Committee has discussed significant accounting policies applied by the Company in
its financial statements, as well as alternative treatments. Management represented to the Committee that the Company’s
consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States
of America, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent
registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters
required to be discussed pursuant to applicable standards adopted by the PCAOB.
In
addition, the Audit Committee has received the written disclosures and the letter from the independent auditor required by the
applicable requirements of PCAOB regarding the independent auditor’s communications with us concerning independence and
has discussed with the independent auditor the auditor’s independence from the Company and its management. The Audit Committee
also has considered whether the independent auditor’s provision of non-audit services to the Company is compatible with
the auditor’s independence. The Audit Committee has concluded that the independent auditor is independent from the Company
and its management.
The
Audit Committee reviewed and discussed Company policies with respect to risk assessment and risk management.
The
Audit Committee discussed with the Company’s independent auditor the overall scope and plans for the audit. The Audit Committee
meets with the independent auditors, with and without management present, to discuss the results of their examinations, the evaluations
of the Company’s internal controls, and the overall quality of the Company’s financial reporting.
In
reliance on the reviews and discussions referred to above, the Audit Committee recommended to the FRP Board, and the FRP Board
has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2018, for filing with the Securities and Exchange Commission.
|
Submitted by:
|
H.W. Shad III, Chairman
|
|
|
Charles E. Commander III
|
|
|
William H. Walton III
|
|
|
Members of the Audit Committee
|
The
Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference
into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the
Company specifically incorporates the Audit Committee Report by reference therein.
TABLE OF CONTENTS
PROPOSAL
NO. 2: THE AUDITOR PROPOSAL
The
Audit Committee has selected Hancock Askew as the Company’s independent registered public accounting firm (auditors) to
examine the consolidated financial statements of the Company, subject to satisfactory negotiation of an annual fee agreement for
2019. The FRP Board seeks an indication from shareholders of their approval or disapproval of the Audit Committee’s appointment
of Hancock Askew as the Company’s auditors.
Hancock
Askew has been our independent auditor since 2006, and no relationship exists between the Company and Hancock Askew other than
the usual relationship between auditor and client.
If
the appointment of Hancock Askew as auditor for 2019 is not approved by the shareholders, the adverse vote will be considered
a direction to the Audit Committee to consider other auditors for next year. However, because of the difficulty in making any
substitution of auditors so long after the beginning of the current year, Hancock Askew will remain the Company’s Independent
Registered Public Accounting Firm for 2019, unless the Audit Committee finds other good reason for making a change.
Representatives
of Hancock Askew will be available to respond to questions at the annual meeting of shareholders.
Independent
Registered Public Accounting Firm
The
Audit Committee has selected Hancock Askew to serve as the Company’s independent registered public accounting firm, subject
to satisfactory negotiation of an annual fee agreement. Representatives of Hancock Askew are expected to be present at the shareholders’
meeting with the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Audit
and Non-Audit Fees
The
following table presents fees billed or to be billed by the Company’s independent registered public accounting firm for
the audit of the Company’s financial statements for fiscal years 2017 and 2018, and for other services performed during
such periods.
|
2017
|
|
2018
(3)
|
|
|
|
|
Audit
Fees
(1)
|
$162,920
|
|
$226,891
|
Audit
Related Fees
(2)
|
$24,702
|
|
$51,194
|
Tax
Fees
|
--
|
|
--
|
All
Other Fees
|
--
|
|
--
|
|
|
|
|
Total
|
$187,622
|
|
$278,085
|
|
(1)
|
Audit
services include work performed in connection with the review of the Company’s
quarterly financial statements, the audit of the Company’s annual financial statements
and the audit of internal control over financial reporting.
|
|
(2)
|
Audit
related fees consisted principally of services pertaining to technical accounting
consultations required in connection with the audit.
|
|
(3)
|
The
Company’s audit fees and audit related fees increased in 2018 due to audits and
accounting consultations relating to the sale of the Company’s warehouse business
on May 21, 2018, new joint ventures of the Company and the Company’s investment
in corporate bonds.
|
TABLE OF CONTENTS
Pre-Approval
of Audit and Non-Audit Services
Under
the Company’s amended Audit Committee charter, the Audit Committee is required to pre-approve all auditing services and
permissible non-audit services, including related fees and terms, to be performed for the Company by its independent auditor,
subject to the de minimis exceptions for non-audit services described under the Exchange Act which are approved by the Audit Committee
prior to the completion of the audit. The Audit Committee pre-approved all audit services, audit-related services and tax review,
compliance and planning services performed for the Company by Hancock Askew during fiscal years 2017 and 2018.
TABLE OF CONTENTS
PROPOSAL
NO. 3: THE COMPENSATION PROPOSAL
In
accordance with Section 14A of Exchange Act we are asking shareholders to vote “
FOR
” approval of our executive
compensation program. This non-advisory vote is commonly referred to as “say-on-pay.”
We
design our executive officer compensation program to attract, motivate, and retain the key executives who drive our success and
industry leadership. Our compensation program consists of several forms of compensation: base salary, cash incentive bonuses,
equity compensation and other benefits and perquisites. Pay that reflects performance and alignment of that pay with the interests
of long-term shareholders are key principles that underlie our compensation program. The FRP Board believes that our current executive
compensation program directly links executive compensation to our performance and aligns the interest of our executive officers
with those of our shareholders.
Shareholders
are urged to read the “Executive Compensation” section of this proxy statement, which contains tabular information
and narrative discussion about the compensation of our named executive officers.
Because
this is an advisory vote, it will not be binding on the FRP Board. However, the FRP Board and the Compensation Committee will
review and take into account the outcome of the vote when considering future executive compensation decisions.
Accordingly,
the FRP Board proposes that you indicate your support for the Company’s compensation philosophy, policies, and procedures
and their implementation in 2019 as described in this proxy statement.
Compensation
Policies
Internal
Pay Equity.
We believe that internal pay equity is an important factor to be considered in establishing compensation for the
officers. We have not established a policy regarding the ratio of total compensation of the Chief Executive Officer to that of
the other officers, but we do review compensation levels to ensure that appropriate equity exists.
Compensation
Risk Assessment
. The Compensation Committee considers the risks that may result from the Company’s compensation policies
and practices. The Compensation Committee believes that our compensation policies and practices for our executives are reasonable
and properly align their interests with those of our shareholders. The Compensation Committee believes that there are a number
of factors that cause our compensation policies and practices to not have a material adverse effect on the Company. The fact that
our executive officers have their annual incentive compensation tied to return on capital employed encourages actions that promote
profitability. Our equity-based incentives further align the interest of our executives with the long term interests of our shareholders.
In addition, we believe that there are significant checks in place so that employees whose compensation may have a shorter term
focus are managed by employees and officers whose compensation has a longer term focus.
Tax
Deductibility of Compensation Should be Maximized Where Appropriate
. The Company generally seeks to maximize the deductibility
for tax purposes of all elements of compensation. For example, the Company always has issued nonqualified stock options that result
in a tax deduction to the Company upon exercise. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction
to public corporations for non-qualifying compensation in excess of $1.0 million paid to any such persons in any 1 year. We review
compensation plans in light of applicable tax provisions, including Section 162(m), and may revise compensation plans from time
to time to maximize deductibility. However, we may approve compensation that does not qualify for deductibility when we deem it
to be in the best interests of the Company.
TABLE OF CONTENTS
Financial
Restatement
It
is a policy of the FRP Board that the Compensation Committee will, to the extent permitted by governing law, have the sole and
absolute authority to make retroactive adjustments to any cash or equity based incentive compensation paid to executive officers
and certain other officers where the payment was predicated upon the achievement of certain financial results that were subsequently
the subject of a restatement. Where applicable, the Company will seek to recover any amount determined to have been inappropriately
received by the individual executive.
Clawback
Policy
It
is our policy, under the Equity Incentive Plan, that any equity compensation granted to executives subject to recovery under any
law, regulation or listing requirement will be subject to deductions and clawback as required by such law, regulation or listing
requirement.
EXECUTIVE
COMPENSATION
We
are currently considered a “smaller reporting company” for purposes of the SEC’s executive compensation and
other disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding
Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures.
Summary
Compensation Table
The
Summary Compensation Table sets forth information concerning the compensation of our named executive officers for fiscal years
2018 and 2017 and the 2016 Stub Period. Our compensation program consists of several forms of compensation: base salary, cash
incentive bonuses, equity compensation and other benefits and perquisites.
SUMMARY
COMPENSATION TABLE
|
Name and Principal
Position
|
Year
|
Base
Salary
|
Option
Awards
(2)
|
Non-Equity
Incentive Plan Compensation
(3)
|
All
Other Compensation
(6)
|
Total
|
John
D. Baker II
(1)
Chief
Executive Officer
|
2018
|
$222,500
|
$100,000
|
$278,125
|
$9,090
|
$609,715
|
2017
|
$177,906
|
$175,000
|
$122,375
|
$8,252
|
$483,533
|
2016
Stub
|
--
|
--
|
--
|
--
|
--
|
|
|
|
|
|
|
David
H. deVilliers, Jr.
President
|
2018
|
$345,914
|
$100,000
|
$432,393
|
$19,472
|
$890,701
|
2017
|
$335,839
|
$100,000
|
$251,879
|
$28,982
|
$716,700
|
2016
Stub
|
$81,912
|
$100,000
|
$83,960
|
$901
|
$266,773
|
|
|
|
|
|
|
David
H. deVilliers III
VP
of Leasing, Acquisition & Development
|
2018
|
$221,055
|
$50,000
|
$329,607
|
$15,806
|
$616,468
|
2017
|
$207,563
|
$30,000
|
$93,403
|
$16,034
|
$347,000
|
2016
Stub
|
$48,724
|
$25,000
|
$31,134
|
$4,140
|
$108,998
|
(1)
|
John
D. Baker II was appointed as the Chief Executive Officer of the Company on March 13,
2017.
|
(2)
|
This
column reflects stock options granted to our executive officers under the Equity Incentive
Plan. All stock options vest ratably over 5 years, commencing on the first anniversary
of the grant date, and have a term of 10 years. As reflected in the table below, vesting
was accelerated with respect to certain options on May 21, 2018 upon the closing of a
sale transaction constituting a “change in control” under the Equity Incentive
Plan.
|
TABLE OF CONTENTS
|
|
|
Assumptions
(c)
|
Name
|
Date
of Grant
(a)
|
Value
(c)
|
Risk-Free
Interest Rate
|
Dividend
Yield
|
Volatility
|
Expected
Life (Years)
|
|
|
|
|
|
|
|
John
D. Baker II
|
12/5/2018
|
$100,000
|
2.83%
|
0
|
31.53%
|
5
|
|
12/6/2017
(b)
|
$100,000
|
2.15%
|
0
|
34.32%
|
5
|
|
3/13/2017
(b)
|
$75,000
|
2.43%
|
0
|
38.17%
|
7
|
David
H. deVilliers, Jr.
|
12/5/2018
|
$100,000
|
2.83%
|
0
|
31.53%
|
5
|
|
12/6/2017
(b)
|
$100,000
|
2.15%
|
0
|
34.32%
|
5
|
|
12/7/2016
(b)
|
$100,000
|
2.19%
|
0
|
37.83%
|
7
|
David
H. deVilliers III
|
12/5/2018
|
$50,000
|
2.90%
|
0
|
33.95%
|
7
|
|
12/6/2017
(b)
|
$30,000
|
2.28%
|
0
|
37.31%
|
7
|
|
12/7/2016
(b)
|
$25,000
|
2.19%
|
0
|
37.83%
|
7
|
|
(a)
|
Due
to the recent fiscal year change: (i) stock options granted on December 5, 2018 were
granted in connection with 2019 compensation, (ii) stock options granted on December
6, 2017 were granted in connection with 2018 compensation and (iii) stock options granted
on December 7, 2016 and March 13, 2017 were granted in connection with 2017 compensation.
|
|
(b)
|
Stock
options are fully vested as of May 21, 2018 due to acceleration upon the closing of a
sale transaction constituting a “change in control” under the Equity Incentive
Plan.
|
|
(c)
|
The
value shown for all awards reflects the FASB ASC Topic 718 expense associated with the
options using the Black-Scholes pricing model, estimating the fair market value of stock
options using the assumptions set forth in this table.
|
|
(3)
|
This
column represents amounts paid under the Company’s management incentive compensation
plan (the “
MIC Plan
”), and with respect to David H. deVilliers III,
an additional executive incentive compensation agreement entered into in connection with
a sale transaction effected May 21, 2018, under which agreement Mr. deVilliers was awarded
$150,000 in fiscal year 2018 (with the remaining $179,607 of his 2018 award being awarded
under the MIC Plan).
|
The
MIC Plan provides officers an opportunity to earn an annual cash bonus for achieving specified performance based goals. Due to
the Company’s recent fiscal year change, non-equity incentive awards for the periods reflected in this table were determined
and awarded based on the 12-month period beginning October 1, 2016 and ending September 30, 2017 and the 15-month period beginning
October 1, 2017 and ending December 31, 2018 (each, an “
MIC Period
”). The annual bonus pool is determined by
the Company’s achievement of target performance goals, subject to a threshold, target and maximum amount, and individual
awards are expressed as a percentage of each officer’s base salary and are determined by the achievement of individual performance
goals, all of which is set by the Compensation Committee on an annual basis. Each year, a portion of each named executive officer’s
cash bonus is contingent upon a determination that the internal control over financial reporting for the company was effective
during the applicable year.
For
the 15-month MIC Period ending December 31, 2018, John D. Baker II and David H. deVilliers, Jr. were eligible to receive bonuses
in an amounts of up to 125% of their base salaries, and David H. deVilliers III was eligible to receive a bonus in an amount of
up to 81.25% of his base salary. Bonuses were contingent upon the Company’s achievement of (i) an operating profit target
and (ii) a target for square feet leased during the period. Each target accounted for 50% of the bonus pool, but an achievement
in excess of one target (up to 20%) could be applied to eliminate any corresponding deficit in meeting the other target. The maximum
bonus pool was available upon the achievement of an operating profit of $15,088,300 and 759,239 square feet leased. The target
operating profit and square feet leased were $14,552,409 and 588,477, respectively, which would have resulted in the achievement
of 80% of the eligible bonus pool. The threshold operating profit and square feet leased were $13,205,700 and 465,000, respectively,
which would have resulted in the achievement of 50% of the eligible bonus pool. Maximum bonuses were awarded for the 15-month
MIC Period ending December 31, 2018 based on the partial performance of the Company during such MIC Period in light of the sale
of the Company’s warehouse business on May 21, 2018.
For
the 12-month MIC Period ending September 30, 2017, John D. Baker II, David H. deVilliers, Jr. and David H. deVilliers III were
eligible to receive bonuses in amounts of up to 75%, 100% and 60% of their base salaries, respectively. Bonuses were contingent
upon the Company’s achievement of (i) a budgeted net income of $5,991,811 and (ii) a target for square feet leased during
the period. The achievement of the budgeted net income was required for the award of any bonuses under the MIC Plan, and the bonus
pool was subject to be prorated based on square feet leased. The maximum bonus pool was available upon the achievement of 777,745
square feet leased. The target square feet leased was 577,745, which would have resulted in the achievement of 80% of the eligible
bonus pool. The threshold square feet leased was 457,984, which would have resulted in the achievement of 5% of the eligible bonus
pool.
TABLE OF CONTENTS
|
(4)
|
The
components of “All Other Compensation” are as follows:
|
Name
|
Period
|
401k
Matching Contributions
|
Personal Use of
Company Car
|
Medical
(a)
|
Misc.
(b)
|
|
|
|
|
|
|
John
D. Baker II
|
2018
|
$8,250
|
--
|
$115
|
$725
|
|
2017
|
$7,662
|
--
|
$95
|
$495
|
|
2016 Stub
|
--
|
--
|
--
|
--
|
David
H. deVilliers, Jr.
|
2018
|
$8,250
|
$4,740
|
$5,263
|
$1,219
|
|
2017
|
$8,100
|
$4,282
|
$15,381
|
$1,219
|
|
2016 Stub
|
$578
|
$18
|
--
|
$305
|
David
H. deVilliers III
|
2018
|
$8,250
|
$7,376
|
--
|
$180
|
|
2017
|
$8,100
|
$7,772
|
--
|
$162
|
|
2016 Stub
|
$3,565
|
$535
|
--
|
$40
|
|
(a)
|
The
amounts shown under this column represent benefits paid under our Medical Reimbursement
Plan, under which we reimburse certain officers for personal medical expenses not covered
by insurance.
|
|
(b)
|
The
amounts shown under this column represent payment of country club and social club dues
and purchase of tickets to sporting events on behalf of the named executive officers
and other miscellaneous reimbursed expenses. These club memberships and tickets generally
are maintained for business entertainment but may be used for personal use. The entire
amount has been included, although we believe that only a portion of this cost represents
a perquisite.
|
Outstanding
Equity Awards at Fiscal Year-End
The
table below sets forth information relating to stock options held by the named executive officers as of December 31, 2018.
Name
|
Option
Awards
(1)
|
Number
of
Securities
Underlying Unexercised Options (#) Exercisable
|
Number
of Securities Underlying
Unexercised Options
(#)
Unexercisable
|
Option Exercise
Price
|
Option
Expiration
Date
|
|
|
|
|
|
John
D. Baker II
Chief
Executive Officer
|
4,555
|
--
|
$37.550
|
03/12/2027
|
6,670
|
--
|
$44.50
|
12/05/2027
|
--
|
6,635
|
$45.97
|
12/04/2028
|
David
H. deVilliers, Jr.
President
|
12,415
|
--
|
$19.233
|
12/01/2020
|
14,100
|
--
|
$16.718
|
12/05/2021
|
11,870
|
--
|
$19.686
|
12/05/2022
|
7,120
|
--
|
$31.100
|
12/04/2023
|
6,568
(2)
|
1,642
|
$26.967
|
12/03/2024
|
4,224
(2)
|
2,816
|
$31.150
|
12/06/2025
|
5,955
|
--
|
$39.000
|
12/06/2026
|
6,670
|
--
|
$44.500
|
12/05/2027
|
|
--
|
6,635
|
$45.97
|
12/04/2028
|
|
|
|
|
|
David
H. deVilliers III
VP
of Leasing, Acquisition & Development
|
298
|
1,192
|
$39.000
|
12/06/2026
|
1,575
|
--
|
$44.500
|
12/05/2027
|
2,630
|
--
|
$45.97
|
12/04/2028
|
(1)
|
All
stock options vest ratably over 5 years, commencing on the first anniversary of the grant
date, and have a term of 10 years.
|
(2)
|
Stock
options are fully vested as of May 21, 2018 due to acceleration upon the closing of a
sale transaction constituting a “change in control” under the Equity Incentive
Plan.
|
TABLE OF CONTENTS
Deferred
Compensation Plan Benefits
David
H. deVilliers, Jr. is our only named executive officer who participates in the Company’s Management Security Plan (the “
Management
Security Plan
”). Mr. deVilliers has met the requisite years of service requirement under the Management Security Plan
and is entitled to the following benefits upon his retirement or death:
Triggering
Event
|
|
Annual
Benefit
|
|
|
|
Normal
Retirement at age 65 or older
|
|
$247,200
during year 1 and $123,600 in subsequent years until his death.
|
|
|
|
Death
of Participant after his Retirement
|
|
Continuation
of annual benefit until the 15
th
anniversary of his retirement (or the earlier death of his designated beneficiary).
|
|
|
|
Death
of Participant prior to his Retirement
|
|
$247,200
during year 1 and $123,600 in subsequent years until the later of (i) the 15
th
anniversary of his death or (ii)
the date that he would have turned 65 (or in either case, the earlier death of his designated beneficiary).
|
Severance
and Change of Control Agreements
On
December 5, 2007, the Company entered into a change-in-control agreement with David H. deVilliers, Jr. The agreement is a “double
trigger” agreement that will pay benefits to Mr. deVilliers, under certain circumstances, if he is terminated following
a change-in-control of the Company or a sale of a particular business unit. Mr. deVilliers’ agreement provides that if he
is terminated within 24 months following a change-in-control or a sale of his business unit other than for “cause”
or if he resigns following such event for “good reason,” the benefits under his Management Security Plan shall become
fully vested and the present value of such benefits shall be paid to him. In addition, Mr. deVilliers will become fully vested
in his stock options and restricted stock.
For
this purpose, cause is generally defined as (i) conviction for commission of a felony, (ii) willful misconduct or gross negligence
or material violation of policy resulting in material harm to his employer, (iii) repeated and continued failure by the executive
to carry out, in all material respects, the employer’s reasonable and lawful directions, or (iv) fraud, embezzlement, theft
or material dishonesty. Good reason is generally defined as (i) a material reduction in compensation or benefits, (ii) a requirement
that the executive relocate, or (iii) any material diminution in the executive’s duties, responsibilities, reporting obligations,
title or authority.
TABLE OF CONTENTS
SHAREHOLDER
PROPOSALS
Proposals
of shareholders intended to be included in the Company’s proxy statement and form of proxy relating to the annual meeting
of shareholders to be held in 2020 must be delivered in writing to the principal executive offices of the Company no later than
November 28, 2019. The inclusion of any proposal will be subject to the applicable rules of the SEC.
Except
for shareholder proposals to be included in the Company’s proxy materials, the deadline for nominations for directors submitted
by a shareholder is forty days before the next annual meeting, and for other shareholder proposals is February 1, 2020. Proposals
must be sent to the Secretary of the Company at our principal executive offices. Any notice from a shareholder nominating a person
as director must include certain additional information as specified in our Articles of Incorporation.
The
Company may solicit proxies in connection with next year’s annual meeting which confer discretionary authority to vote on
any shareholder proposals of which the Company does not receive notice by February 1, 2020.
DELIVERY
OF DOCUMENTS TO SHAREHOLDER SHARING AN ADDRESS
A
number of brokers with account holders who are FRP shareholder will be “householding” FRP’s proxy materials.
A single proxy statement will be delivered to multiple FRP shareholder sharing an address unless contrary instructions have been
received from the affected shareholder. Once you have received notice from your broker that they will be “householding”
communications to your address, “householding” will continue until you are notified otherwise or until you revoke
your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate
proxy statement, please notify your broker, direct your written request to FRP’s principal offices, Attention: Secretary,
or contact FRP’s Secretary by telephone at (904) 858-9100 and we will promptly deliver such separate copy. FRP’s principal
offices are located at 200 W. Forsyth Street, 7th Floor, Jacksonville, FL 32202. FRP shareholders who currently receive multiple
copies of the proxy materials at their address and would like to request “householding” of their communications should
contact their broker. In addition, upon written or oral request to the address or telephone number set forth above, we will promptly
deliver a separate copy of the proxy materials to any FRP shareholder at a shared address to which a single copy of the documents
was delivered.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
FRP
files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may
read and copy any of this information at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 or (202) 942-8088 for further information regarding the public reference room. The SEC also maintains
a website at
www.sec.gov
that contains reports, proxy statements and other information regarding issuers, including FRP,
who file electronically with the SEC. The reports and other information filed by us with the SEC are also available at our website.
The address of the site is
www.frpholdings.com
. The web addresses of the SEC and FRP have been included as inactive textual
references only. The information contained on those websites is specifically not incorporated by reference into this proxy statement.
In
addition, the SEC allows us to disclose important information to you by referring you to other documents filed separately with
the SEC. This information is considered to be a part of this proxy statement, except for any information that is superseded by
information included directly in this proxy statement or incorporated by reference subsequent to the date of this proxy statement
as described below.
TABLE OF CONTENTS
This
proxy statement incorporates by reference the documents listed below that we have previously filed with the SEC (other than, in
each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules). They contain important
information about FRP and its financial condition.
|
●
|
Our
Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on
March 15, 2019.
|
To
the extent that any information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed
with, the SEC by FRP, such information or exhibit is specifically not incorporated by reference.
In
addition, FRP incorporates by reference any future filings it may make with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this proxy statement and before the date of the annual meeting (excluding any current reports
on Form 8-K to the extent disclosure is furnished and not filed). Those documents are considered to be a part of this proxy statement,
effective as of the date they are filed. In the event of conflicting information in these documents, the information in the latest
filed document should be considered correct.
You
can obtain any of the other documents of FRP listed above from the SEC, through the SEC’s website at the address described
above, or from us directly by requesting them in writing or by telephone at the following addresses and telephone number:
FRP
Holdings, Inc.
200 W. Forsyth Street, 7th Floor,
Jacksonville, Florida 32202
Attn: Corporate Secretary
(904) 858-9100
If
you are an FRP shareholder and would like to request documents, please do so by 5:00 p.m. Eastern Time on April 26, 2019 to receive
them before the annual meeting.
These
documents are available from FRP, without charge, excluding any exhibits to them, unless the exhibit is specifically listed as
an exhibit to the registration statement of which this proxy statement forms a part. You can also find information about FRP at
its website at www.frpholdings.com. Information contained on this website is specifically not incorporated by reference into this
proxy statement.
This
document is a proxy statement of FRP for the annual meeting. We have not authorized anyone to give any information or make any
representation about FRP that is different from, or in addition to, the information or representations contained in this proxy
statement or in any of the materials that we have incorporated by reference into this proxy statement. Therefore, if anyone does
give you information or representations of this sort, you should not rely on it or them. This proxy statement is dated March 29,
2019. You should not assume that the information contained in this proxy statement is accurate as of any date other than that
date, unless the information specifically indicates that another date applies, and the mailing of this proxy statement to our
shareholders does not create any implication to the contrary.
TABLE OF CONTENTS
TRANSACTION
OF OTHER BUSINESS
The
FRP Board knows of no other business to be presented for FRP shareholder action at the annual meeting. However, if other matters
do properly come before the annual meeting or any adjournment or postponements thereof, the FRP Board intends that the persons
named in the proxies will vote upon such matters in accordance with their best judgement.
By
Order of the Board of Directors,
John
D. Milton, Jr.
Executive
Vice President, Chief Financial Officer and Secretary
Jacksonville,
Florida
March
29, 2019
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING. THANK YOU FOR YOUR ATTENTION IN THIS
MATTER. YOUR PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.
ANNUAL
MEETING OF SHAREHOLDERS OF
FRP
HOLDINGS, INC.
May
6, 2019
NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIAL
:
The Notice of Meeting, proxy statement and proxy card
are available at http://www.frpholdings.com
Please
sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
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20630300000000000000 0
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050619
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THE BOARD OF DIRECTORS
RECOMMENDS A VOTE “FOR” EACH OF THE FOLLOWING NOMINEES, “FOR” PROPOSALS 1, 2 AND 3.
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE
☒
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1. Election
of the six director nominees listed below for a one-year term (the ”Director Election Proposal”)
(the Board recommends a vote “
FOR
” each nominee)
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☐
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NOMINEES:
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FOR
ALL NOMINEES
|
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John D. Baker II
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Charles E. Commander III
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☐
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WITHHOLD AUTHORITY
FOR
ALL NOMINEES
|
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H. W. Shad III
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Martin E. Stein, Jr.
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William H. Walton III
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☐
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FOR ALL EXCEPT
(See
instructions below)
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Margaret
B. Wetherbee
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INSTRUCTIONS:
To
withhold authority to vote for any individual nominee(s), mark
FOR ALL EXCEPT
and fill in the circle next to each nominee you wish to withhold, as shown here:
●
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
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☐
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FOR
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AGAINST
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ABSTAIN
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2.
|
Ratification
of the audit committee’s selection of FRP’s independent registered public
accounting firm, Hancock Askew & Co., LLP (the “Auditor Proposal”) (The
Board recommends a vote “FOR” this proposal).
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☐
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☐
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☐
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3.
|
Approval
of, on an advisory basis, the compensation of FRP’s named executive officers (the
“Compensation Proposal”) (The Board recommends a vote “
FOR
”
this proposal).
|
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☐
|
☐
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☐
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NOTE:
Such other business as may properly come before the meeting or any adjournments thereof.
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Signature of Shareholder
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Date:
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Signature of Shareholder
|
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Date:
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Note:
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Please
sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder
should sign. When signing as executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in partnership name
by authorized person.
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FRP
HOLDINGS, INC.
PROXY
SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR MAY 6, 2019.
The
undersigned hereby appoints John D. Baker II and John D. Milton, Jr. the attorneys, agents and proxies of the undersigned with
full power of substitution to vote all the shares of common stock of FRP Holdings, Inc. (the “Company”) which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of the Company to be held in the Concourse Conference Room at 200 West
Forsyth Street, Jacksonville, Florida on May 6, 2019, at 11 o’clock in the morning, local time, and all adjournments thereof,
with all the powers the undersigned would possess if then and there personally present. Without limiting the general authorization
and power hereby given, the above proxies are directed to vote as instructed on the matters below:
Shares
represented by properly executed and returned proxies will be voted at the meeting in accordance with the undersigned’s directions
or, if no directions are indicated, will be voted for approval of the Director Election Proposal, the Auditor Proposal and the
Compensation Proposal, and if any other matters properly come before the meeting, in accordance with the best judgment of the
persons designated as proxies.
The
undersigned hereby revokes any proxy heretofore given with respect to the shares owned by the undersigned, acknowledges receipt
of the Notice and the Proxy Statement for the meeting accompanying this proxy, each dated March 29, 2019, and authorizes and confirms
all that the appointed proxies or their substitutes, or any of them, may do by virtue hereof.
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(Continued
and to be signed on the reverse side.)
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