Current Report Filing (8-k)

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): January 30, 2019

PATRIOT TRANSPORTATION HOLDING, INC.
(Exact name of registrant as specified in its charter)

               FLORIDA           001-36605          47-2482414
           ----------------     -----------     -------------------
           (State or other      (Commission     (I.R.S. Employer
           jurisdiction         File Number)    Identification No.)
           of incorporation

200 W. Forsyth Street, 7th Floor
Jacksonville, Florida                                     32202
---------------------------------------------           ----------
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (904) 858-9100

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s. 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s. 240.12b-2 of this chapter).

Emerging growth company [_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

CURRENT REPORT ON FORM 8-K

PATRIOT TRANSPORTATION HOLDING, INC.

January 30, 2019

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On January 30, 2019, the Company held its 2019 Annual Meeting of Shareholders (the "Annual Meeting"). There were 3,328,466 shares entitled to be voted. 2,927,283 shares were represented in person or by proxy at the meeting. At the Annual Meeting:

(1) The shareholders voted to elect each of the five (5) director nominees.

(2) The shareholders voted to ratify the Audit Comittee's selection of Hancock Askew & Co., LLP as the independent registered public accounting firm for fiscal 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.

(4) The shareholders approved the First Amendment to the Company's 2014 Equity Incentive Plan ("First Amendment") as disclosed in the proxy statement.

The Company's inspector of elections certified the following vote tabulations:

Board of                          Votes          Votes         Broker
Directors Nominee                  For          Withheld      Non-Votes
--------------------            ---------      ---------      ---------
John E. Anderson                2,342,441         55,482        529,360
Edward L. Baker                 2,339,528         58,395        529,360
Thompson S. Baker II            2,342,150         57,773        529,360
Luke E. Fichthorn III           2,342,181         55,742        529,360
Charles D. Hyman                2,337,490         60,433        529,360


Ratification of            Votes         Votes         Votes        Broker
Independent Auditor         For         Against       Abstain      Non-Votes
--------------------     ---------     ---------     ---------     ---------
                         2,919,333         5,236         2,714             0


Advisory Vote on           Votes         Votes         Votes        Broker
Executive Compensation      For         Against       Abstain      Non-Votes
--------------------     ---------     ---------     ---------     ---------
                         2,344,619        35,531        17,773       529,360


Ratification of            Votes         Votes         Votes        Broker
First Amendment             For         Against       Abstain      Non-Votes
--------------------     ---------     ---------     ---------     ---------
                         1,698,463       697,435         2,025       529,360

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.

PATRIOT TRANSPORTATION HOLDING, INC.

Date:  February 1, 2019         By:  /s/ Matt McNulty
                                -------------------------------------------
                                Matt McNulty
                                Chief Financial Officer

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