SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 2, 2011
PATRIOT TRANSPORTATION HOLDING, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-17554 59-2924957
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
501 Riverside Avenue, Suite 500 32202
Jacksonville, Florida
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 396-5733
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CRF 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))
CURRENT REPORT ON FORM 8-K
PATRIOT TRANSPORTATION HOLDING, INC.
February 2, 2011
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On February 2, 2011, Patriot Transportation Holding, Inc. (the
"Company") held its 2011 Annual Meeting of Shareholders (the "Annual Meeting").
There were 3,086,696 shares entitled to be voted. 2,979,092 shares were voted
in person or by proxy. At the Annual Meeting:
(1) The Shareholders voted to elect each of the three (3)
director nominees.
(2) The Shareholders voted to ratify Hancock Askew & Co., LLP
as the independent registered public accounting firm for fiscal 2011.
(3) The Shareholders voted in favor of advisory approval of the
compensation of the Company's named executive officers.
(4) The Shareholders voted in favor of advisory approval of an
annual shareholder vote to approve the compensation of the named executive
officers.
The Company's inspector of elections certified the following vote
tabulations:
Board of Directors
Nominee For Withheld Broker Non-Vote
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John E. Anderson 2,433,053 186,742 359,297
Robert H. Paul III 2,219,910 399,885 359,297
James H. Winston 2,615,049 4,746 359,297
Independent Auditor
Ratification of independent auditor
For Against Withheld
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2,976,294 2,157 641
Executive Compensation
Advisory vote on executive compensation
For Against Withheld Broker Non-Vote
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2,616,257 2,326 1,212 359.297
Say-on-Pay
Advisory vote on the frequency of the say-on-pay vote
Every 1 Year Every 2 Years Every 3 Years Withheld Broker Non-Votes
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2,215,438 595 401,366 1 401,366
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed on
its behalf by the undersigned thereunto duly authorized.
PATRIOT TRANSPORTATION HOLDING, INC.
Date: February 7, 2011 By: /s/ John D. Milton, Jr.
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John D. Milton, Jr.
Vice President, and Chief Financial Officer
