FRP HOLDINGS, INC.
Date Filed : May 16, 2022
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UNITED STATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant toSection 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May11, 2022
FRP HOLDINGS,INC.
(Exact name ofregistrant as specified in its charter)
| florida (State or other jurisdiction of incorporation) | 001-36769 (Commission File Number) | 47-2449198 (IRS Employer Identification No.) |
| 200 W. FORSYTH STREET, 7TH FLOOR JACKSONVILLE, FLORIDA (Address of principal executive offices) | 32202 (Zip Code) |
(904) 858-9100
(Registrant’s telephone number, including areacode)
Not Applicable
(Former name or former address, if changed since lastreport.)
Check the appropriate box below if the Form 8-K filingis intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General InstructionA.2. below):
[ ] Written communications pursuant to Rule 425 underthe Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 underthe Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) ofthe Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | FRPH | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is anemerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities ExchangeAct of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Securities Holders.
On May 11, 2022, FRP Holdings,Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). There were 9,431,994shares of Company common stock entitled to be voted. Of this amount, 8,360,258 shares were represented in person or by proxy at the meeting.Voting results for each matter submitted to a vote at the 2022 Annual Meeting are set forth below:
| 1. | The shareholders voted to elect each of the eight (8) director nominees to serve one-year terms: |
| Director Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| John D. Baker II | | 6,974,667 | | 37,322 | | 1,348,269 |
| Charles E. Commander III | | 6,855,378 | | 156,611 | | 1,348,269 |
| H. W. Shad III | | 6,837,611 | | 174,378 | | 1,348,269 |
| Martin E. Stein, Jr. | | 6,842,486 | | 169,503 | | 1,348,269 |
| John S. Surface | | 7,010,031 | | 1,958 | | 1,348,269 |
| Nicole B. Thomas | | 7,006,518 | | 5,471 | | 1,348,269 |
| William H. Walton III | | 6,988,882 | | 23,107 | | 1,348,269 |
| Margaret B. Wetherbee | | 6,998,655 | | 13,334 | | 1,348,269 |
| 2. | The appointment of Hancock Askew & Co., LLP as the Company’s independent registered public accountingfirm for fiscal year 2022 was ratified by the shareholders: |
| Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
| 8,353,562 | | 2,650 | | 4,046 | | 0 |
| 3. | The shareholders approved, on an advisory basis, the compensation of the Company’s named executiveofficers: |
| Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
| 6,974,528 | | 30,049 | | 7,412 | | 1,348,269 |
SIGNATURES
Pursuant to therequirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersignedhereunto duly authorized.
| | | FRP HOLDINGS, INC. |
| | | Registrant | |
| | | | |
| Date: May 16, 2022 | By: | /s/John D. Baker III | |
| | | John D. Baker III | |
| | | Chief Financial Officer | |
