FRPH FRP Holdings Inc

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): February 2, 2011

 FLORIDA 0-17554 59-2924957
 --------------- ------------- ---------------
 (State or other (Commission (I.R.S. Employer
 jurisdiction File Number) Identification No.)
 of incorporation)

501 Riverside Avenue, Suite 500 32202
Jacksonville, Florida
--------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)

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 CRF 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

PATRIOT TRANSPORTATION HOLDING, INC.

February 2, 2011

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On February 2, 2011, Patriot Transportation Holding, Inc. (the "Company") held its 2011 Annual Meeting of Shareholders (the "Annual Meeting"). There were 3,086,696 shares entitled to be voted. 2,979,092 shares were voted in person or by proxy. At the Annual Meeting:

(1) The Shareholders voted to elect each of the three (3) director nominees.

(2) The Shareholders voted to ratify Hancock Askew & Co., LLP as the independent registered public accounting firm for fiscal 2011.

(3) The Shareholders voted in favor of advisory approval of the compensation of the Company's named executive officers.

(4) The Shareholders voted in favor of advisory approval of an annual shareholder vote to approve the compensation of the named executive officers.

The Company's inspector of elections certified the following vote tabulations:

Board of Directors

Nominee For Withheld Broker Non-Vote
------- --- -------- ---------------
John E. Anderson 2,433,053 186,742 359,297
Robert H. Paul III 2,219,910 399,885 359,297
James H. Winston 2,615,049 4,746 359,297
Independent Auditor

Ratification of independent auditor

 For Against Withheld
 --- ------- --------
2,976,294 2,157 641

Executive Compensation

Advisory vote on executive compensation

 For Against Withheld Broker Non-Vote
 --- ------- -------- ---------------
2,616,257 2,326 1,212 359.297

Say-on-Pay

Advisory vote on the frequency of the say-on-pay vote

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.

PATRIOT TRANSPORTATION HOLDING, INC.

Date: February 7, 2011 By: /s/ John D. Milton, Jr.

 -------------------------------------
 John D. Milton, Jr.
 Vice President, and Chief Financial Officer

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