8-K
Frp Holdings, Inc. (FRPH)
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) April22, 2021
FRP HOLDINGS,INC.
(Exact name of registrant as specified in its charter)
| FLORIDA<br><br> <br>(State or other jurisdiction of incorporation) | 001-36769<br><br> <br>(Commission File<br> Number) | 47-2449198<br><br> <br>(IRS Employer<br> Identification No.) |
|---|---|---|
| 200 W. FORSYTH STREET, 7TH FLOOR<br><br> <br>JACKSONVILLE, FLORIDA<br><br> <br>(Address of principal executive offices) | 32202<br><br> <br>(Zip Code) | |
| --- | --- |
(904) 858-9100
(Registrant’s telephone number, including area code)
Not Applicable
(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)
[X] 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))
Securities registered pursuant to Section 12(b) of the 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 an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
The Company’s 2021 Virtual Annual Meeting of Shareholders to be held on Monday, May 3, 2021 at 11:00 a.m., Eastern Daylight Time, will be conducted in accordance with the Rules of Conduct attached hereto as Exhibit 4.1. Shareholders can access the Annual Meeting by going to www.frpdev.com, clicking on the Investors tab, and then clicking on the link titled “2021 Annual Shareholders Meeting.”
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
4.1 Rules for Conduct for the 2021 Annual Meeting of FRP Holdings, Inc.
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.
FRPHOLDINGS, INC.
Registrant
Date: April 22, 2021 By: /s/ John D. Baker III
John D. Baker III
Chief Financial Officer
200 W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
FRP Holdings, Inc.
2021 Annual Meeting of Shareholders
RULES FOR CONDUCT
Welcome to the 2021 Annual Meeting of Shareholders of FRP Holdings, Inc. (the “2021 Meeting”). To ensure a fair and orderly meeting, participants are required to honor the following Rules for Conduct:
| 1) | The Chairman of the 2021 Meeting is entitled to prescribe the rules for<br>conduct for the 2021 Meeting. |
|---|---|
| 2) | The only business to be conducted at the 2021 Meeting are the matters set<br>forth in the Notice of Annual Meeting of Shareholders to be Held May 3, 2021 and Proxy Statement dated March 25, 2021. The Agenda indicates<br>the order in which matters will be presented at the 2021 Meeting. |
| --- | --- |
| 3) | Only shareholders of record as of the close of business on March 24, 2021,<br>or those who hold a legal proxy for the 2021 Meeting, may vote at the 2021 Meeting. Shareholders or holders of valid proxies who plan<br>to vote at the meeting should submit proof of ownership and/or documentation of the proxy prior to commencement of the meeting to the<br>following email address: annualmeeting@frpdev.com. |
| --- | --- |
| 4) | Questions and comments are welcome from all shareholders. However, conducting<br>the business set out in the Agenda for the benefit of all shareholders will be paramount. The Company does not intend to address any questions<br>that are, among other things: |
| --- | --- |
• not pertinent to the business of the Company or to the business of the 2021 Meeting;
• related to personal grievances;
• derogatory references to individuals or that are otherwise in bad taste;
• repetitious statements already made by another shareholder;
• a matter of individual concern that is not a matter of interest to shareholders generally; or
• out of order or not otherwise suitable for the conduct of the 2021 Meeting as determined by the Chairman or Secretary in their reasonable judgment.
| 5) | Questions or comments should be submitted prior to commencement of the meeting<br>to the following email address: annualmeeting@frpdev.com. |
|---|---|
| 6) | Please keep questions succinct and covering only one topic per question.<br>Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized and answered together. |
| --- | --- |
| 7) | Questions or comments unrelated to the 2021 Meeting or of individual concerns<br>rather than of concern to shareholders should be addressed separately from the annual meeting. Shareholders also will have the opportunity<br>to ask questions during the Company’s conference call regarding first quarter earnings. |
| --- | --- |
| 8) | In the event of disorder, technical malfunction, or other significant problem<br>that disrupts the meeting, the Chairman may adjourn, recess, or expedite the 2021 Meeting or take such other action that the Chairman<br>determines is appropriate in light of the circumstances. |
| --- | --- |
| 9) | Recording of the 2021 Meeting is prohibited. A replay of the webcast will<br>be available on the Company’s website approximately 24 hours following the close of the 2021 Meeting and will be available until<br>approximately June 6, 2021. |
| --- | --- |
We appreciate your participation. Your fellow shareholders will appreciate your courtesy in observing these procedures. The Company encourages shareholders to submit proxiesin advance of the Annual Meeting by following the instructions provided in the Notice of Annual Meeting of Shareholders filed with theSecurities Exchange Commission on March 25, 2021.
FRP Holdings, Inc.
2021 Annual Meeting of Shareholders
AGENDA
| 1) | Call to order – John D. Baker II |
|---|---|
| 2) | Report on the mailing of the notice of the meeting and the presence of a quorum – John D. Milton,<br>Jr. |
| --- | --- |
| 3) | Matters of business for shareholder consideration – John D. Baker II |
| --- | --- |
| · | Director election proposal |
| --- | --- |
| · | Auditor proposal |
| --- | --- |
| · | Compensation proposal |
| --- | --- |
| 4) | Closing of the online voting polls – John D. Baker II |
| --- | --- |
| 5) | President’s report – David H. deVilliers, Jr. |
| --- | --- |
| 6) | Q&A – John D. Baker II |
| --- | --- |
| 7) | Announcing of the results of the vote – John D. Baker II |
| --- | --- |
| 8) | Adjourning of the meeting – John D. Baker II |
| --- | --- |
| 9) | Additional Q&A – John D. Baker II |
| --- | --- |