8-K 1 patiform8k507_20180131.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): January 31, 2018 PATRIOT TRANSPORTATION HOLDING, INC. (Exact name of registrant as specified in its charter) FLORIDA 001-36605 47-2482414 ---------------- ----------- ------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation 200 W. Forsyth Street, 7th Floor Jacksonville, Florida 32202 --------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (904) 858-9100 --------------------------------------------------------------------------- (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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s. 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s. 240.12b-2 of this chapter). 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. [_] CURRENT REPORT ON FORM 8-K PATRIOT TRANSPORTATION HOLDING, INC. January 31, 2018 ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On January 31, 2018, the Company held its 2018 Annual Meeting of Shareholders (the "Annual Meeting"). There were 3,303,802 shares entitled to be voted. 2,517,294 shares were represented in person or by proxy at the meeting. At the Annual Meeting: (1) The shareholders voted to elect each of the five (5) director nominees. (2) The shareholders voted to ratify the Audit Comittee's selection of Hancock Askew & Co., LLP as the independent registered public accounting firm for fiscal 2018. (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 -------------------- --------- --------- --------- John E. Anderson 2,008.344 83,201 425,749 Edward L. Baker 1,329,977 761,568 425,749 Thompson S. Baker II 1,354,303 737,242 425,749 Luke E. Fichthorn III 2,008,544 83,001 425,749 Charles D. Hyman 2,008,544 83,001 425,749 Ratification of Votes Votes Votes Broker Independent Auditor For Against Abstain Non-Votes -------------------- --------- --------- --------- --------- 2,514,069 488 2,737 0 Advisory Vote on Votes Votes Votes Broker Executive Compensation For Against Abstain Non-Votes -------------------- --------- --------- --------- --------- 2,002,002 77,272 12,271 425,749 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. PATRIOT TRANSPORTATION HOLDING, INC. Date: February 5, 2018 By: /s/ Matt McNulty ------------------------------------------- Matt McNulty Chief Financial Officer