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): February 1, 2017
FRP HOLDINGS, INC.
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(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)
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
FRP HOLDINGS, INC.
February 1, 2017
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 1, 2017, FRP Holdings, Inc. (the "Company") held its 2017
Annual Meeting of Shareholders (the "Annual Meeting"). There were 9,876,915
shares entitled to be voted. 9,448,403 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 approved the 2016 Equity Incentive Plan.
(3) The shareholders voted to ratify the Audit Comittee's selection
of Hancock Askew & Co., LLP as the independent registered public accounting
firm for fiscal 2017.
(4) The shareholders approved, on an advisory basis, of the
compensation of the Company's named executive officers as disclosed in the
proxy statement.
(5) The shareholders selected, on an advisory basis, one year as the
frequency for the shareholder "say-on-pay" proposal.
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 8,042,032 119,765 1,286,606
Thompson S. Baker II 8,151,609 10,188 1,286,606
Charles E. Commander III 8,151,277 10,520 1,286,606
H. W. Shad III 8,112,544 49,253 1,286,606
Martin E. Stein, Jr. 7,257,930 903,867 1,286,606
William H. Walton III 8,111,044 50,753 1,286,606
2016 Equity Votes Votes Votes Broker
Incentive Plan For Against Abstain Non-Votes
-------------------- --------- --------- --------- ---------
7,095,524 1,019,307 46,966 1,286,606
Ratification of Votes Votes Votes Broker
Independent Auditor For Against Abstain Non-Votes
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9,440,059 8,335 9 -
Advisory Vote on Votes Votes Votes Broker
Executive Compensation For Against Abstain Non-Votes
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8,088,134 22,232 51,431 1,286,606
Advisory Vote
on Frequency of One Two Three Votes Broker
"Say On Pay" Year Years Years Abstain Non-Votes
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7,667,993 1,997 459,752 32,055 1,286,606
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.
FRP Holdings, Inc.
Date: February 2, 2017 By: /s/ John D. Milton, Jr.
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John D. Milton, Jr.
Executive Vice President
and Chief Financial Officer
