Current Report Filing (8-k)
May 10 2019 - 04:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2019
FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 001-36769 47-2449198
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation
200 W. Forsyth Street, 7th Floor
Jacksonville, Florida 32202
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (904) 858-9100
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (s. 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s. 240.12b-2
of this chapter).
Emerging growth company [_]
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. [_]
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class Trading Symbol(s) on which registered
--------------------- --------------------- ---------------------
Common Stock FRPH NASDAQ
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Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
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CURRENT REPORT ON FORM 8-K
FRP HOLDINGS, INC.
May 6, 2019
Section 5 - Corporate Governance and Management
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Effective May 6, 2019, the board of directors of FRP Holdings, Inc.
(the "Company") appointed John D. Baker III as the Chief Financial Officer
of the Company. The position of Chief Financial Officer was formerly held
by John D. Milton, Jr., who has resigned from such position effective
May 6, 2019. Mr. Milton's resignation did not result from any disagreement
with the Company or any matter relating to the Company's operations,
policies or practices, and Mr. Milton will continue to serve as Executive
Vice President, Secretary and General Counsel of the Company.
Mr. Baker, age 34, started his employment with the Company in 2012,
prior to the spin-off of the transportation business (now known as Patriot
Transportation Holding, Inc., which is referred to herein as "Patriot"),
as a management trainee dispatching fuel trucks. In 2013, he transitioned
to the finance department as an analyst under Mr. Milton and Matthew C.
McNulty, Mr. Milton's successor as Chief Financial Officer for Patriot.
After pursuing his MBA at The University of Texas, Mr. Baker returned to
the Company as a financial analyst in 2016. In addition to his MBA,
Mr. Baker holds a bachelor's degree in history from Princeton University.
Mr. Baker is the son of John D. Baker II, the Company's Executive Chairman
and Chief Executive Officer.
For 2019, Mr. Baker will receive a base salary of $150,000 and
the opportunity to earn a bonus of up to 10% of his base salary under
the Company's Management Incentive Compensation Plan.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 6, 2019, the Company held its 2019 Annual Meeting of
Shareholders (the "Annual Meeting"). There were 9,938,055
shares entitled to be voted. Of this amount, 8,821,822 shares were
represented in person or by proxy at the meeting. At the Annual Meeting:
(1) The shareholders voted to elect each of the six (6) director
nominees.
(2) The shareholders voted to ratify the Audit Committee's
selection of Hancock Askew & Co., LLP as the independent registered public
accounting firm for fiscal 2019.
(3) The shareholders approved, on an advisory basis, of the
compensation of the Company's named executive officers as disclosed in the
proxy statement.
The Company's inspector of elections certified the following vote
tabulations:
Board of Votes Votes Broker
Directors Nominees For Withheld Non-Votes
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John D. Baker II 7,645,935 11,819 1,164,068
Charles E. Commander III 7,637,415 20,339 1,164,068
H. W. Shad III 7,622,040 35,714 1,164,068
Martin E. Stein, Jr. 7,498,434 159,320 1,164,068
William H. Walton III 7,627,356 30,398 1,164,068
Margaret B. Wetherbee 7,538,877 118,877 1,164,068
Ratification of Votes Votes Votes Broker
Independent Auditor For Against Abstain Non-Votes
-------------------- --------- --------- --------- ---------
8,815,645 6,177 0 0
Advisory Vote on Votes Votes Votes Broker
Executive Compensation For Against Abstain Non-Votes
-------------------- --------- --------- --------- ---------
7,585,591 61,349 10,814 1,164,068
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FRP HOLDINGS, INC.
Date: May 10, 2019 By: /s/ John D. Baker III
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John D. Baker III
Chief Financial Officer
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