Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 3, 2016
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FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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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, FL
Jacksonville, Florida 32202
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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:
[] 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))
CURRENT REPORT ON FORM 8-K
FRP HOLDINGS, INC.
FEBRUARY 8, 2016
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
On February 3, 2016, the board of directors of the Company approved
and adopted the Third Amended and Restated Bylaws ("Bylaws") of the Company.
The changes enacted by the Bylaws are outlined below.
- The Board of Directors may make rules and regulations of the conduct and
order of business of shareholder meetings it deems necessary.
- The Company may provide notice of annual and special shareholder meetings
electronically in a manner authorized by the shareholder.
- The Company may make the shareholder list available to shareholders on
a reasonably accessable electronic network.
- The record date for a shareholder meeting cannot be more than 70 days or
less than 10 days prior to the date of the meeting.
- The Bylaws add an advance notice requirement for director nominations by
shareholders consistent with the provision in the Company's Articles of
Incorporation.
- The Company may deliver notice of a meeting to directors electronically.
- The Board may execute a unanimous written consent by means of electronic
communication. A reply by a director of his intent to authenticate the
document shall suffice as a signature.
- The Executive Committee may appoint the Chief Executive Officer as a member
of the Executive Committee.
- The indemnification provision adopted in the Bylaws requires the Company to
indemnify and hold harmless, to the fullest extent permitted by law, a person
who is made a party to or is threatened to be made a party to a proceeding
because of such person's service to the Company, against expenses, including
attorneys' fees. The Bylaws also set forth indemnification procedures.
- The Bylaws include a forum selection clause, under which certain proceedings
against the Company shall be held in the state court of Duval County, Florida,
or, if no state court located in Duval County has jurisdiction, the federal
district court for the Middle District of Florida.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 3, 2016, the Company held its 2016 Annual Meeting of
Shareholders (the "Annual Meeting"). There were 9,796,990 shares entitled to
be voted. 9,278,254 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 2016.
(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 Nominee For Withheld Non-Votes
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John D. Baker II 8,187,535 117,184 973,535
Thompson S. Baker II 8,294,425 10,294 973,535
Charles E. Commander III 8,293,825 10,894 973,535
H.W. Shad III 8,293,825 10,894 973,535
Martin E. Stein, Jr. 8,189,733 114,986 973,535
William H. Walton III 8,280,784 23,935 973,535
Ratification of Votes Votes Votes
Independent Auditor For Against Abstain
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9,263,419 14,832 3
Advisory Vote on Votes Votes Votes Broker
Executive Committee For Against Abstain Non-Votes
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8,270,805 33,236 678 973,535
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
3(ii) FRP Holdings, Inc. Third Amended and Restated Bylaws, dated
February 3, 2016.
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: February 8, 2015 By: /s/ John D. Milton, Jr.
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John D. Milton, Jr.
Executive Vice President
and Chief Financial Officer
