UNITED STATES
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): July 27, 2016
PATRIOT TRANSPORTATION HOLDING, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 001-36605 47-2482414
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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)
Registrant's telephone number, including area code: (904) 858-9100
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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 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
PATRIOT TRANSPORTATION HOLDING, INC.
July 27, 2016
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
On July 27, 2016, the Board of Directors (the "Board") of Patriot
Transportation Holding, Inc. (the "Company") appointed Charles D. Hyman to
the Board to fill the vacancy created by the death of Robert H. Paul III.
Mr. Hyman will stand for re-election to the Board at the 2017 annual
meeting of shareholders.
Mr. Hyman, age 57, is currently the president/founder of Charles D.
Hyman & Company, a private, registered investment management firm formed in
1991. Mr. Hyman is also an independent director of Fidus Corp., a publicly
traded business development company, engaged in mezzanine equity and debt
financing.
The Board has determined that Mr. Hyman satisfies the definition of
"independent director" and the requirements for service on the Board's Audit
Committee, Compensation Committee, and Nominating and Corporate Governance
Committee under the Nasdaq listing standards. The aforementioned committees
consist solely of independent directors.
Mr. Hyman was also appointed as an independent director to the
Board's Audit Committee, Compensation Committee, and Nominating and Corporate
Governance Committee, and will serve as Committee Chair of the Nominating and
Corporate Governance Committee.
Mr. Hyman will participate in the Company's standard compensation
program. Pursuant to this program, each member of the Board who is not an
employee of the Company or founder of the Company receives an annual retainer
of $15,000. For serving as a member of the Audit Committee, Mr. Hyman will
receive an additional retainer of $5,000; as member of the Compensation
Committee, an additional retainer of $1,000; and as the chair of the
Nominating and Corporate Governance Committee, an additional retainer of
$2,000. The fee schedule for Mr. Hyman's attendance at the various Board and
Committee meetings is as follows: (a) Board-$1,500; (b) Audit Member-$1,000;
(c) Compensation Member-$1,000; and Other Chair-$1,500. In addition, such
directors will receive a grant of shares of company stock for each year of
Board service. For the current fiscal year, Mr. Hyman received a grant of
2,100 shares of company stock.
Mr. Hyman entered into the Company's standard indemnification
agreement, the form of which was filed as an exhibit to the Company's
registration statement on Form 10 filed on August 22, 2014, as amended
(Registration No. 001-36605).
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: July 27, 2016 By: /s/ John D. Milton, Jr.
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John D. Milton, Jr.
Executive Vice President
and Chief Financial Officer
