FRPH VOTE RESULTS

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) May 8, 2024

FRP HOLDINGS, INC.

(Exact name of registrant 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 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)

[ ] 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 5.07 Submission of Matters to a Vote of Securities Holders.

On May 8, 2024, FRP Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). There were 9,500,300 shares of Company common stock entitled to be voted. Of this amount, 7,855,090 shares were represented in person or by proxy at the meeting. Voting results for each matter submitted to a vote at the 2024 Annual Meeting are set forth below:

The shareholders voted to elect each of the seven (8) director nominees to serve one-year terms:

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
John D. Baker II	6,592,068	63,579	1,199,443
David H. deVilliers, Jr.	6,470,491	185,156	1,199,443
Matthew S. McAfee.	6,622,595	33,052	1,199,443
Martin E. Stein, Jr.	6,438,337	217,310	1,199,443
John S. Surface	6,608,098	47,549	1,199,443
Nicole B. Thomas	6,611,198	44,449	1,199,443
William H. Walton III	6,607,146	48,501	1,199,443
Margaret B. Wetherbee	6,390,270	265,377	1,199,443

The appointment of Hancock Askew & Co., LLP as the Company’s independent registered public accounting firm for fiscal year 2024 was ratified by the shareholders:

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
7,842,174		11,102		1,814		0

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers:

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
6,547,971		104,130		3,546		1,199,443

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.

		FRP HOLDINGS, INC.
		Registrant

Date: May 13, 2024	By:	/s/John D. Baker III
		John D. Baker III
		CEO & Chief Financial Officer