TABLE OF CONTENTS
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
|
Filed by a party other than
the Registrant ☐
|
|
Check the appropriate box:
|
☐
|
Preliminary
Proxy Statement
|
|
☐
|
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
☒
|
Definitive
Proxy Statement
|
|
☐
|
Definitive
Additional Materials
|
|
☐
|
Soliciting
Material Under § 240.14a-12
|
FRP HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
|
☐
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title
of each class of securities to which transaction applies:
N/A
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
N/A
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
|
N/A
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
☐
|
Fee
paid previously with preliminary materials.
|
|
☐
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its
filing.
|
|
(1)
|
Amount
previously paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
TABLE OF CONTENTS
200
W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
March
13, 2020
Dear
Shareholder:
You
are cordially invited to attend the annual meeting of the shareholders of FRP Holdings, Inc. (“FRP”) to be
held on May 6, 2020 at 11:00 a.m., local time, at The River Club, Ortega Room, on the 34th floor of the Wells Fargo Building,
One Independent Drive, Jacksonville, Florida 32202.
We
are soliciting proxies for use at the annual meeting of FRP’s shareholders to consider and vote upon proposals to (i)
elect the six director nominees listed in the proxy statement for a one-year term (the “Director Election Proposal”),
(ii) ratify the audit committee’s selection of the independent auditor (the “Auditor Proposal”),
and (iii) approve, on an advisory basis, the executive compensation of our named executive officers (the “Compensation
Proposal”). Our board of directors recommends that you vote “FOR” each
of the foregoing proposals.
Your
vote is very important. The approval, on a non-binding, advisory basis, of the Auditor Proposal and the Compensation Proposal
each requires approval by a majority of FRP common stock votes cast on the matter at the annual meeting. The outcome of the Director
Election Proposal will be determined by a plurality of the votes cast at the annual meeting. Whether or not you plan to attend
the annual meeting, please vote your shares by signing and returning the enclosed proxy card as soon as possible to make sure
that your shares of FRP common stock are represented at the annual meeting. If you hold your shares in “street name”
you should instruct your broker how to vote in accordance with your voting instruction card.
The
accompanying proxy statement provides you with detailed and important information about the annual meeting and the other business
to be considered by FRP’s shareholders. We encourage you to read the entire proxy statement carefully. You may also obtain
more information about FRP from documents we have filed with the U.S. Securities and Exchange Commission.
On
behalf of your board of directors, we thank you for your continued support.
|
|
Very
truly yours,
|
|
|
|
|
|
|
|
|
John
D. Baker, II
|
|
|
Executive
Chairman
|
This
proxy statement is dated March 13, 2020 and is first being mailed to shareholders on or about March 20, 2020.
TABLE OF CONTENTS
200
W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 2020
The
annual meeting of the shareholders of FRP Holdings, Inc. (“FRP”) will be held on May 6, 2020 at 11:00 a.m.,
local time, , at The River Club, Ortega Room, on the 34th floor of the Wells Fargo Building, One Independent Drive, Jacksonville,
Florida 32202., for the following purposes:
|
1.
|
To
elect the six director nominees listed in the accompanying proxy statement for a one-year term (the “Director Election
Proposal”);
|
|
2.
|
To
ratify the audit committee’s selection of the Company’s independent registered public accounting firm (the “Auditor
Proposal”); and
|
|
3.
|
To
approve, on an advisory basis, the compensation of the Company’s named executive officers (the “Compensation Proposal”).
|
The
board of directors of FRP recommends that you vote “FOR” the election of the six nominees listed in the Director
Election Proposal, “FOR” the Auditor Proposal, and “FOR” the Compensation Proposal. We
urge you to read this material carefully.
Our
board of directors has fixed the close of business on March 11, 2020 as the record date for the determination of shareholders
entitled to notice and to vote at the annual meeting or any postponement or adjournment thereof. Only holders of record of shares
of FRP common stock at the close of business on the record date are entitled to notice of, and to vote at, the annual meeting
and any postponements or adjournments thereof. At the close of business on the record date, FRP had 9,821,435 shares of common
stock outstanding and entitled to vote.
The
ratification of the Auditor Proposal and the approval, on a non-binding, advisory basis, of the Compensation Proposal each require
approval of a majority of the votes cast at the annual meeting. The outcome of the Director Election Proposal will be determined
by a plurality of the votes cast at the annual meeting.
Whether
you own few shares or many shares and whether you plan to attend in person or not, it is important that your shares be voted on
matters that come before the annual meeting. If you do not attend the meeting and vote in person, you may authorize a proxy to
vote by marking your votes on the proxy card, signing and dating it, and mailing it in the envelope provided. If you sign and
return your proxy card without specifying your choices, it will be understood that you wish to have your shares voted in accordance
with the directors’ recommendations. Any proxy given by a shareholder may be revoked by the shareholder at any time prior
to the voting of the proxy, by delivering a written notice of revocation to our Secretary, by executing and delivering a later-dated
proxy or by attending the annual meeting and voting in person. Your prompt cooperation will be greatly appreciated. Everyone attending
the annual meeting may be required to present valid picture identification, such as a driver’s license or passport, as
more fully described elsewhere in this proxy statement.
TABLE OF CONTENTS
Your
vote is very important. This proxy statement provides you with detailed information about the Proposals. We encourage you to read
the accompanying proxy statement carefully and in its entirety and to submit a proxy or voting instructions so that your shares
will be represented and voted even if you do not attend the annual meeting. If you have questions about the foregoing proposals
or would like additional copies of the proxy statement, please contact: FRP Holdings, Inc., Attention: John D. Milton, Jr., Corporate
Secretary, 200 W. Forsyth Street, 7th Floor, Jacksonville, FL 32202 (telephone: (904) 858-9100).
All
FRP shareholders are cordially invited to attend the annual meeting in person.
|
|
By
Order of the Board of Directors,
|
|
|
|
|
|
|
|
|
John
D. Milton, Jr.
|
|
|
Executive
Vice President and Secretary
|
March
13, 2020
|
|
|
IMPORTANT:
If you hold shares of FRP common stock through an account with a broker, dealer, bank or other nominee please follow the instructions
you receive from them to vote your shares.
TABLE OF CONTENTS
TABLE
OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
PROXY
STATEMENT
INTRODUCTION
The
accompanying proxy, mailed together with this proxy statement, is solicited by and on behalf of the board of directors (which
we refer to in this proxy statement as the “FRP Board”) of FRP Holdings, Inc. (which we refer to in this proxy
statement as “FRP” or the “Company”) for use at the annual meeting of our shareholders and
at any adjournment or postponement thereof. References in this proxy statement to “we,” “us,” “our”
or like terms also refer to FRP. This proxy statement is dated March 13, 2020 and is first being mailed to shareholders on or
about March 20, 2020.
SUMMARY
This
summary highlights selected information from this proxy statement. It may not contain all of the information that is important
to you with respect to the matters described in this proxy statement. We urge you to carefully read this proxy statement, as
well as the documents attached hereto, referred to or incorporated by reference into this proxy statement, to fully understand
the Proposals. For a list of documents incorporated by reference into this proxy statement, see the section entitled “Where
You Can Find Additional Information” beginning on page 32.
The
Annual Meeting (See page 8)
The
annual meeting will be held on May 6, 2020 at 11:00 a.m., local time, at The River Club, Ortega Room, on the 34th floor of the
Wells Fargo Building, One Independent Drive, Jacksonville, Florida 32202.
At
the annual meeting, holders of FRP common stock as of the record date will be asked to consider and vote upon:
|
●
|
the
proposal to approve to elect the six director nominees listed in the accompanying proxy statement for
a one-year term (the “Director Election Proposal”);
|
|
●
|
the
proposal to ratify the audit committee’s selection of the Company’s independent registered public accounting firm
(the “Auditor Proposal”); and
|
|
●
|
the
proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers (the “Compensation
Proposal”).
|
Required
Vote (See page 8)
The
Director Election Proposal: Each director must be elected by a plurality of the votes cast, meaning a director nominee who
received the highest number of affirmative votes cast is elected. Any shares not voted (whether by abstention, withholding authority,
or broker non-vote) will have no effect on the Director Election Proposal.
The
Auditor Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention or withholding authority) will have no effect on the Auditor Proposal.
TABLE OF CONTENTS
The
Compensation Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Compensation
Proposal.
The
Director Election Proposal, the Auditor Proposal and the Compensation Proposal are collectively referred to herein as the “Proposals”.
Brokers
who hold shares in “street name” for customers have the authority to vote on “routine” proposals when
they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion
with respect to approval of non-routine matters, absent specific instructions from the beneficial owner of such shares, brokers
will not vote those shares. This is referred to as a “broker non-vote”. Broker non-votes will be considered as “present”
for purposes of determining a quorum, but will have no effect on the Proposals.
Record
Date (See page 8)
The
record date for the determination of holders of FRP common stock entitled to notice of and to vote at the annual meeting, or any
adjournment or postponement of the annual meeting, is the close of business on March 11, 2020. Holders of FRP common stock as
of the close of business on the record date are entitled to notice of, and to vote at, the annual meeting and any postponements
or adjournments of the annual meeting. At the close of business on the record date, FRP had 9,821,435 shares of common stock outstanding
and entitled to vote.
Quorum
(See page 8)
Holders
of a majority of shares of FRP common stock entitled to vote at the annual meeting must be present at the annual meeting, in person
or by proxy, to constitute a quorum, which is necessary to conduct the annual meeting. Your shares will be counted toward the
quorum if you submit a properly executed proxy or vote at the annual meeting. In addition, abstentions and broker non-votes will
be treated as “present” for the purpose of determining the presence of a quorum for the transaction of business at
the annual meeting. If a quorum is not present at the annual meeting, FRP expects that the annual meeting will be adjourned to
a later date.
Recommendation
of FRP’s Board of Directors
The
FRP Board recommends that you vote “FOR” the Director Election Proposal, “FOR” the Auditor
Proposal and “FOR” the Compensation Proposal.
Change
in Fiscal Year
Effective
January 1, 2017, the Company changed its fiscal year to January 1 through December 31. Prior to such date, the Company’s
fiscal year commenced on October 1 and ended September 30. As a result, the certain matters discussed in this Proxy Statement
relate to the 15-month period ending December 31, 2017. Throughout this Proxy Statement, we refer to the period commencing January
1, 2017 and ending December 31, 2017 as “fiscal year 2017”.
TABLE OF CONTENTS
QUESTIONS
AND ANSWERS ABOUT THE ANNUAL MEETING
The
following are some questions that you, as a shareholder of FRP, may have regarding the annual meeting, together with brief answers
to those questions. FRP urges you to read carefully the remainder of this proxy statement and other documents referred to or incorporated
by reference in this proxy statement, because the information in this section may not provide all of the information that might
be important to you with respect to the annual meeting.
The
Annual Meeting
Q.
|
When
and where will the annual meeting take place?
|
A.
|
The
annual meeting of FRP shareholders will be held on May 6, 2020 at 11:00 a.m., local time, at The River Club, Ortega Room, on the
34th floor of the Wells Fargo Building, One Independent Drive, Jacksonville, Florida 32202.
|
Q.
|
What
is the purpose of the annual meeting and what will I be voting on at the annual meeting?
|
A.
|
The
purpose of the annual meeting is to consider and vote on three proposals:
|
The
Director Election Proposal: The FRP Board has determined that it is in the best interests of FRP shareholders to elect John
D. Baker II, Charles E. Commander III, H. W. Shad III, Martin E. Stein, Jr., William H. Walton III and Margaret Wetherbee to serve
as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified.
The
Auditor Proposal: The FRP Board has determined that it is in the best interests of FRP and its shareholders for the shareholders
to ratify the audit committee’s selection of Hancock Askew & Co., LLP to serve as FRP’s independent auditor
for fiscal year 2020.
The
Compensation Proposal: The FRP Board has determined that it is in the best interests of FRP shareholders to approve, on a
non-binding, advisory basis, the compensation awarded to our named executive officers for the fiscal year ended December 31, 2019.
FRP
does not expect to transact any other business at the annual meeting or any adjournment or postponement thereof.
Voting
at the Annual Meeting
Q.
|
Who
can attend and vote at the annual meeting?
|
A.
|
The
record date for the determination of holders of our common stock entitled to notice of and to vote at the annual meeting, or any
adjournment or postponement of the annual meeting, is the close of business on March 11, 2020. Holders of FRP common stock as
of the close of business on the record date are entitled to notice of, and to vote at, the annual meeting. At the close of business
on the record date, there were 9,821,435 shares of FRP common stock issued and outstanding.
|
TABLE OF CONTENTS
Q.
|
How
many votes do I have?
|
A.
|
Each
share of FRP common stock is entitled to one vote on all matters that come before the annual meeting or any postponement or adjournment
thereof.
|
Q.
|
How
does the FRP Board recommend that FRP shareholders vote with respect to each of the proposals?
|
A:
|
The
FRP Board recommends that the FRP shareholders vote “FOR” each of the nominees listed in the Director Election
Proposal, “FOR” the Auditor Proposal and “FOR” the Compensation Proposal. Information about
each of the Proposals is included in the accompanying proxy statement.
|
Q:
|
What
vote is required to approve each proposal?
|
A.
|
The
Director Election Proposal: Each director must be elected by a plurality of the votes cast, meaning a director nominee who received
the highest number of affirmative votes cast is elected. Any shares not voted (whether by abstention, withholding authority, or
broker non-vote) will have no effect on the Director Election Proposal.
|
The
Auditor Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention or withholding authority) will have no effect on the Auditor Proposal.
The
Compensation Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting.
Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Compensation
Proposal.
As
of the record date, the FRP directors and executive officers own or control 19.6% of FRP’s outstanding shares of common
stock and intend to vote such shares “FOR” each of the Proposals.
Q:
|
What
do I need to do now and how do I vote?
|
A:
|
FRP
urges you to read this proxy statement carefully, including its annexes, and to consider how the actions contemplated by each
of the Proposals may affect you.
|
If
your shares of FRP common stock are registered directly in your name with FRP’s transfer agent, you are considered, with
respect to those shares, to be the “shareholder of record,” and the proxy materials and proxy card are being sent
directly to you by FRP.
As
a shareholder of record, you may vote your shares at the annual meeting:
|
●
|
In
Person. You may vote your shares in person at the annual meeting (if you satisfy the admission requirements, as described
below). Even if you plan to attend the annual meeting in person, we encourage you to vote in advance by mail so that your vote
will be counted in the event you later decide not to attend the annual meeting.
|
|
●
|
By
Mail. You may authorize a proxy to vote your shares by completing, signing, dating and promptly returning the proxy
card in the postage-paid return envelope provided with the proxy materials for receipt prior to the annual meeting.
|
Everyone
attending the annual meeting may be required to present valid picture identification, such as a driver’s license or passport.
If your shares are held through an account with a broker, dealer, bank or other nominee, you will need a recent brokerage account
statement or letter from your broker, dealer, bank or other nominee reflecting stock ownership as of the record date. If you do
not have valid picture identification and, if applicable, a recent brokerage account statement or letter from your broker, dealer,
bank or other nominee reflecting stock ownership as of the record date, you may not be admitted to the annual meeting.
TABLE OF CONTENTS
Q.
|
How
will proxies be voted?
|
A.
|
Shares
represented by valid proxies will be voted at the annual meeting in accordance with the directors given. If the enclosed proxy
card is signed and returned without any directions, the shares will be voted:
|
|
●
|
“FOR”
each of the nominees listed in the Director Election Proposal;
|
|
●
|
“FOR”
the Auditor Proposal; and
|
|
●
|
“FOR”
the Compensation Proposal.
|
Q.
|
What
happens if I do not sign and return my proxy card or vote by mail or in person at the annual meeting?
|
A.
|
If
you are a shareholder of record of FRP common stock and you do not sign and return your proxy card or vote by mail in person,
your shares will not be voted at the annual meeting and will not be counted as present for the purpose of determining the presence
of a quorum, which is required to transact business at the annual meeting.
|
Assuming
the presence of a quorum, the failure to return your proxy card or otherwise vote your shares at the annual meeting will have
no effect on the outcome of the Proposals.
Q.
|
What
if I abstain from voting?
|
A.
|
If
you attend the annual meeting or submit a proxy card, but affirmatively elect to abstain from voting, your proxy will be counted
as present for the purpose of determining the presence of a quorum for the annual meeting, but will not be voted at the annual
meeting. As a result, your abstention will have the same effect as voting “AGAINST” the Auditor Proposal and
the Compensation Proposal but will have no effect on the Director Election Proposal.
|
Q.
|
What
is a broker non-vote?
|
A.
|
Broker
non-votes are shares held in “street name” by brokers, dealers, banks and other nominees that are present or represented
by proxy at the annual meeting, but with respect to which the broker, dealer, bank or other nominee is not instructed by the beneficial
owner of such shares how to vote on a particular proposal and such broker, dealer, bank or nominee does not have discretionary
voting power on such proposal.
|
If
a beneficial owner of shares of FRP common stock held in “street name” does not give voting instructions to the broker,
dealer, bank or other nominee with respect to non-routine proposals, then those shares will be treated as present for purposes
of establishing quorum but will not be voted with respect to such non-routine proposals and, therefore, will have no effect on
the outcome of the non-routine proposals.
TABLE OF CONTENTS
Q:
|
If
my shares of FRP common stock are held in “street name” by my broker, dealer, bank or other nominee, will my broker,
dealer, bank or nominee vote my shares for me and may I vote in person?
|
A:
|
If
your shares of FRP common stock are held through an account with a broker, dealer, bank or nominee, you are considered the beneficial
owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting
instruction card. You must provide the record holder of your shares with instructions on how to vote your shares. Please follow
the voting instructions provided by your broker, dealer, bank or other nominee. Please note that you may not vote shares held
in “street name” by returning a proxy card directly to FRP.
|
As
the beneficial owner, you are also invited to attend the annual meeting in person. However, since a beneficial owner is not the
shareholder of record, you may not vote these shares in person at the annual meeting unless you obtain a “legal proxy”
from the broker, dealer, bank or other nominee that holds your shares giving you the right to vote the shares in person at the
annual meeting.
Q:
|
May
I revoke or change my vote after I have provided proxy instructions?
|
A:
|
Yes.
You may revoke or change your vote at any time before your proxy is voted at the annual meeting. You can do this in one of three
ways: (i) delivering written notice to FRP’s Corporate Secretary at FRP’s principal executive office; (ii) executing
and delivering a proxy bearing a later date to FRP’s Corporate Secretary at FRP’s principal executive office; or
(iii) voting in person at the annual meeting. Your attendance at the annual meeting without further action on your part will not
automatically revoke your proxy. If you have instructed your broker, dealer, bank or other nominee to vote your shares, you must
follow directions received from your broker, dealer, bank or other nominee in order to change those instructions.
|
Q.
|
What
constitutes a “quorum” for the annual meeting?
|
A.
|
Holders
of a majority of shares of FRP common stock entitled to vote at the annual meeting must be present at the annual meeting, in person
or by proxy, to constitute a quorum, which is necessary to conduct the annual meeting. Your shares will be counted toward the
quorum if you submit a properly executed proxy or vote at the annual meeting. In addition, abstentions and broker non-votes will
be treated as “present” for the purpose of determining the presence of a quorum for the transaction of business at
the annual meeting. If a quorum is not present at the annual meeting, FRP expects that the annual meeting will be adjourned to
a later date.
|
Q:
|
Who
is paying for this proxy solicitation?
|
A:
|
FRP
will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes.
FRP will bear any fees paid to the SEC. FRP may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons
representing beneficial owners for their reasonable expenses in forwarding solicitation material to such beneficial owners. FRP’s
directors, officers and employees may also solicit proxies in person or by other means of communication. Such directors, officers
and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with
such solicitation.
|
TABLE OF CONTENTS
Q.
|
What
does it mean if I received more than one proxy card?
|
A.
|
If
you received more than one proxy card, your shares are likely registered in more than one name or are held in more than one account.
These should each be voted and/or returned separately in order to ensure that all of your shares of FRP common stock are voted.
|
Q.
|
Whom
should I contact if I have any questions about the annual meeting?
|
A.
|
If
you have any questions about the annual meeting, or if you need assistance in submitting your proxy or voting your shares or need
additional copies of this proxy statement or the enclosed proxy card, you should contact FRP at the address or telephone number
listed below:
|
FRP
Holdings, Inc.
200
W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
Attn: Corporate Secretary
(904) 858-9100
If
your shares are held through an account with a broker, dealer, bank or other nominee, you should call your broker, dealer, bank
or other nominee for additional information.
Q.
|
Where
can I find more information?
|
A.
|
Additional
information about us can be obtained from the various sources described under “Where You Can Find Additional Information”
in this proxy statement.
|
TABLE OF CONTENTS
THE ANNUAL
MEETING
Time, Date and Place
The annual meeting will be held on May 6, 2020 at 11:00 a.m., local time, at The River Club, Ortega Room, on the 34th floor of the Wells Fargo Building, One Independent Drive, Jacksonville, Florida 32202.
Proposals
At the annual meeting, or any postponement or adjournment thereof, holders of shares of FRP common stock on the record date will consider and vote upon (i) the Director Election Proposal; (ii) the Auditor Proposal; and (iii) the Compensation Proposal. FRP does not expect to transact any other business at the annual meeting or any adjournment or postponement thereof.
Recommendations of the FRP Board
The FRP Board has approved each of the proposals and recommends that you vote “FOR” each of the nominees listed in the Director Election Proposal, “FOR” the Auditor Proposal and “FOR” the Compensation Proposal.
Required Vote
The Director Election Proposal: Each director must be elected by a plurality of the votes cast, meaning a director nominee who received the highest number of affirmative votes cast is elected. Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Director Election Proposal.
The Auditor Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting. Any shares not voted (whether by abstention or withholding authority) will have no effect on the Auditor Proposal.
The Compensation Proposal: This proposal requires the approval by a majority of the votes cast on the matter at the annual meeting. Any shares not voted (whether by abstention, withholding authority, or broker non-vote) will have no effect on the Compensation Proposal.
Quorum
Holders of a majority of shares of FRP common stock entitled to vote at the annual meeting must be present at the annual meeting, in person or by proxy, to constitute a quorum, which is necessary to conduct the annual meeting. Your shares will be counted toward the quorum if you submit a properly executed proxy or vote at the annual meeting. In addition, abstentions and broker non-votes will be treated as “present” for the purpose of determining the presence of a quorum for the transaction of business at the annual meeting. If a quorum is not present at the annual meeting, FRP expects that the annual meeting will be adjourned to a later date.
Record Date
The FRP Board has fixed the close of business on March 11, 2020 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting or any postponement or adjournment thereof. On the record date, 9,821,435 shares of common stock were issued and outstanding. Each holder of record of common stock is entitled to one vote for each share common stock held on each of the proposals.
TABLE OF CONTENTS
Proxies
You may authorize a proxy to vote your shares by completing, signing, dating and promptly returning the proxy card in the postage-paid return envelope provided with the proxy materials for receipt prior to the annual meeting.
Unless contrary instructions are indicated, the votes entitled to be cast by shares of common stock represented by valid proxies will be cast “FOR” each of the nominees listed in the Director Election Proposal, “FOR” the Auditor Proposal and “FOR” the Compensation Proposal. If a shareholder gives specific voting instructions, the votes entitled to be cast by the shareholder will be cast in accordance with such instructions. In the absence of instructions to the contrary, it is the intention of the persons named in the accompanying proxy to vote the shares represented thereby in accordance with their discretion on any other matters properly brought before the annual meeting and discretionary authority to do so is included in the proxy.
The persons named as proxies are John D. Baker II and John D. Milton, Jr.
Officer and Secretary
Your vote is important. Please return your marked proxy card promptly so your shares of common stock can be represented, even if you plan to attend the annual meeting in person.
Shares Held in “Street Name; Broker Non-Votes
If you hold your shares of FRP common stock through a broker or nominee and wish to vote, you must follow the voting instructions provided to you by your broker or other nominee. If you do not receive a voting instruction card from your broker, please contact your broker promptly to obtain the voting instruction card. Your vote is important to the success of the proposals.
Brokers who hold shares in “street name” for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters and, as a result, absent specific instructions from the beneficial owner of such shares, brokers will not vote those shares. This is referred to as a “broker non-vote”. Broker non-votes will be considered as “present” for purposes of determining a quorum. Broker non-votes will have no effect on the Proposals.
Revocation of Proxies
Any proxy given by a shareholder may be revoked by the shareholder at any time prior to the voting of the proxy, by (i) delivering written notice to FRP’s Corporate Secretary at FRP’s principal executive office; (ii) executing and delivering a proxy bearing a later date to FRP’s Corporate Secretary at FRP’s principal executive office; or (iii) voting in person at the annual meeting.. If a shareholder’s shares are held in “street name”, the shareholder must contact its broker, bank or other nominee to change its vote.
Cost of Proxy Solicitation
This proxy statement is being provided to the FRP shareholders in connection with the solicitation of proxies by the FRP Board to be voted at the annual meeting and at any adjournments or postponements of the annual meeting. FRP will bear the costs of printing, filing and mailing this proxy statement and will pay the entire cost of soliciting proxies and holding the annual meeting.
TABLE OF CONTENTS
FRP is making this solicitation by mail, but FRP’s directors and officers also may solicit by mail, telephone, facsimile, electronic transmission, personal interview or otherwise. Such directors and officers will not receive additional compensation for soliciting proxies.
FRP will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable expenses incurred in sending proxies and proxy materials to beneficial owners.
Assistance
If you have any questions about the annual meeting, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement or the enclosed proxy card, you should contact FRP at the address or telephone number listed below:
FRP Holdings, Inc.
200 W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
Attn: Corporate Secretary
(904) 858-9100
If your shares are held through an account with a broker, dealer, bank or other nominee, you should call your broker, dealer, bank or other nominee for additional information.
TABLE OF CONTENTS
PROPOSAL NO. 1: THE DIRECTOR ELECTION PROPOSAL
Pursuant to our Articles of Incorporation, all directors elected at the Annual Meeting will serve a one-year term. The FRP Board has nominated John D. Baker II, Charles E Commander III, H.W. Shad III, Martin E. Stein, Jr., William H. Walton III and Margaret B. Wetherbee to be elected to serve as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified. Biographical information relating to our directors and director nominees is provided under the section of this Proxy Statement entitled “Board of Directors and Corporate Governance.”
If you are a shareholder of record, your proxy will be voted “FOR” the election of the persons nominated unless you indicate otherwise. If any of the nominees named should become unavailable for election for any presently unforeseen reason, the persons named in the proxy shall have the right to vote for a substitute as may be designated by the FRP Board to replace such nominee, or the FRP Board may reduce the number of directors accordingly.
The FRP Board unanimously recommends a vote “FOR” the election of these nominees as directors.
BOARD OF DIRECTORS & CORPORATE GOVERNANCE
The following sections provide an overview of FRP’s corporate governance standards and processes, including the independence and other criteria we use in selecting our director nominees, the FRP Board leadership structure, risk oversight, shareholder communications and responsibilities of the FRP Board and its Committees. Our corporate governance principles govern the operation of the FRP Board of Directors and its Committees and guide our executive leaders in the execution of their responsibilities.
Our Board of Directors and Director Nominees
The table below contains information about our current directors and director nominees. The FRP Board is comprised of a group of leaders in their respective fields. Many directors have senior leadership experience and board and committee experience with public companies. In these positions, they have gained significant and diverse management experience.
Name
|
Current Position
|
Age
|
History With The Company
|
John D. Baker II
|
Executive Chairman and Chief Executive Officer
|
71
|
Chief Executive Officer: 2008-2010 and 2017- present
Director: 1986- present
|
Charles E. Commander III
|
Director
|
79
|
Director: 2004- present
|
H. W. Shad III
|
Director
|
73
|
Director: 2004- present
|
Martin E. Stein, Jr.
|
Director
|
67
|
Director: 1992- present
|
William H. Walton III
|
Director
|
67
|
Director: 2015- present
|
Margaret B. Wetherbee
|
Director
|
50
|
Director: 2019- present
|
You will be asked to vote on the election of John D. Baker II, Charles E. Commander III, H. W. Shad III, Martin E. Stein, Jr., William H. Walton III and Margaret Wetherbee to the FRP Board at the Annual Meeting. The FRP Board and the Nominating and Corporate Governance Committee believes that each director nominee brings a strong and unique set of attributes, experience, leadership and skills in areas of importance to the Company that create a well-balanced, collaborative team that serves the Company and its shareholders well. The biographies below describe each director nominee and his qualifications that led the Nominating and Corporate Governance Committee to nominate these individuals.
TABLE OF CONTENTS
John D. Baker II, age 71, served as President and Chief Executive Officer of the Company from February 6, 2008 until September 30, 2010 and was again appointed as the Chief Executive Officer of the Company on March 13, 2017. He was elected as a director of the Company in 1986. From February 1996 to November 16, 2007, Mr. Baker served as President and Chief Executive Officer of Florida Rock Industries, Inc. Mr. Baker currently serves as a director for Wells Fargo & Co. and has formerly served as a director for Vulcan Materials Company, Progress Energy, Inc. and Texas Industries, Inc. Mr. Baker brings to the FRP Board extensive knowledge in rock mining and real estate industries, as well as proven public company leadership and business experience.
Mr. Commander, age 79, is a retired partner at the law firm Foley & Lardner, LLP, where he practiced corporate, financial institutions and real estate law and was previously a member of that firm’s management committee. Mr. Commander was elected as a director of the Company in 2004. Mr. Commander currently serves as the Executive Chairman for Property Investment Services, Inc. Mr. Commander previously served on the boards of EverBank Financial Corp., a diversified financial services company, and BSR Trust, LLC, which is engaged in developing and managing residential rental properties. Mr. Commander has served on the boards of numerous civic and charitable organizations. Mr. Commander’s many years of legal experience and his service on other boards provides the FRP Board valuable insights regarding our business and on corporate governance and management issues.
H.W. Shad III, age 73, was elected as a director of the Company in 2004. For the past twelve years, Mr. Shad was the owner of Bozard Ford Company, an automobile dealership. Mr. Shad is a recently retired certified public accountant, and the FRP Board has determined that he is an audit committee financial expert. Mr. Shad’s accounting and business expertise provide important leadership to the FRP Board.
Martin E. “Hap” Stein Jr., age 67, was elected as a director of the Company in 1992. Mr. Stein served as Chief Executive Officer of Regency Centers Corporation, a real estate investment trust, from its initial public offering in 1993 through 2019, served as its Chairman of the board from 1999 to 2019 and was appointed Executive Chairman in 2020. Mr. Stein also served as a director and member of the compensation committee for Stein Mart, Inc. from 2001 to 2014. Mr. Stein brings to the FRP Board extensive knowledge of the commercial real estate industry, as well as proven public company leadership and business expertise.
William H. Walton III, age 67, is a founding Managing Member and Chairman of Rockpoint Group, L.L.C., a real estate private equity firm and registered investment adviser. Mr. Walton was co-founder and Managing Member of Westbrook Real Estate Partners, L.L.C., a real estate investment firm. Mr. Walton formerly served on the boards of directors of Florida Rock Industries, Inc. and St. Joe Company. Mr. Walton brings to the FRP Board extensive experience in the real estate investment business and a proven track record of leadership.
Margaret Baker Wetherbee, age 50, has served as the vice president of the Thomasville Center for the Arts board of directors, and as a member of the board’s arts and education committee and executive committee, since 2015. Ms. Wetherbee has also served as a member of the board of directors and nominating committee of the Archbold Foundation since 2015. Ms. Wetherbee currently serves as a member of the All Saints Episcopal Vestry and has previously served as a member of the board of directors for the Thomasville Antiques Show. From 1998 to 2008, Ms. Wetherbee practiced law at Rogers Towers, P.A. in the area of commercial real estate transactions, with a focus on real estate development, finance, sale and acquisition transactions and lease negotiations. Ms. Wetherbee brings valuable legal experience, experience in board leadership and diversity to the FRP Board.
TABLE OF CONTENTS
Director Attendance at Annual Meeting of Shareholders
It is a policy of the Company that our directors are required to attend the annual meeting of shareholders unless extenuating circumstances prevent them from attending. All directors expect to be present at this year’s annual meeting of shareholders.
Director Independence
Pursuant to NASDAQ listing standards, the FRP Board is required to evaluate each director to determine whether he or she qualifies as an “independent director.” The FRP Board must determine that a director has no relationship that, in the judgment of the FRP Board, would interfere with the exercise of independent judgment by the director in carrying out his or her responsibilities. The listing standards specify the criteria by which the independence of our directors will be determined. The listing standards also prohibit Audit Committee and Compensation Committee members from any direct or indirect financial relationship with the Company, and restrict commercial relationships of all directors with the Company. Directors may not be given personal loans or extensions of credit by the Company, and all directors are required to deal at arm’s length with the Company and its subsidiaries and to disclose any circumstances that might be perceived as a conflict of interest.
The FRP Board has determined that four of our six current directors and director nominees (Charles E. Commander III, H.W. Shad III, Martin E. Stein, Jr. and William H. Walton III) are independent of management in accordance with the listing standards of The NASDAQ Global Select Market. All of the members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent directors.
Independent directors regularly meet in executive sessions without management and may select a director to facilitate the meeting. The independent directors met in executive session five times during 2018, with Mr. Commander presiding over each executive session.
Nominating Process
The Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee (the “Nominating Committee”) identifies individuals whom the Nominating Committee believes are qualified to become FRP Board members in accordance with the director qualification standards set forth below, and recommends selected individuals to the FRP Board for nomination to stand for election at the next meeting of shareholders of the Company in which directors will be elected. In the event there is a vacancy on the FRP Board between meetings of shareholders, the Nominating Committee identifies individuals that the Nominating Committee believes are qualified to become FRP Board members in accordance with the Director Independence Standards set forth above, and recommends one or more of such individuals for appointment to the FRP Board.
In the event the Nominating Committee recommends an increase in the size of the FRP Board or a vacancy occurs, the Nominating Committee may consider qualified nominees from several sources, including current FRP Board members and search firms. The Nominating Committee may from time to time retain a search firm to help the Nominating Committee identify qualified director nominees for consideration by the Nominating Committee. The Nominating Committee evaluates qualified director nominees against the current director qualification standards described below and reviews qualified director nominees with the FRP Board. The Nominating Committee and the Chairman of the FRP Board interview candidates who meet the director qualification standards, and the Nominating Committee selects nominees who best suit the FRP Board’s current needs and recommends one or more of such individuals for appointment to the FRP Board.
TABLE OF CONTENTS
Director Qualification Standards
The Nominating Committee has established the following standards and qualifications for members of the FRP Board:
|
●
|
Each
director shall at all times represent the interests of the shareholders of the Company.
|
|
●
|
Each director shall at all times exhibit high standards of integrity, commitment and independence of thought and judgment.
|
|
●
|
Each director shall dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties, including attending shareholder meetings and meetings of the FRP Board and committees of which he or she is a member, and by reviewing in advance all meeting materials.
|
|
●
|
The FRP Board shall meet the applicable standards of independence from the Company and its management.
|
|
●
|
The FRP Board shall encompass a range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to all of the Company’s operations and interests.
|
In considering diversity in the selection of nominees, the Nominating Committee looks for individuals with varied experience, background, knowledge, skills and viewpoints in order to achieve and maintain a group of directors that, as a whole, provides effective oversight of the management of the Company. Although our nomination policy does not prescribe specific standards for diversity, the FRP Board and Nominating Committee do look for nominees with a diverse set of skills that will complement the existing skills and experience of our directors and provide an overall balance of diversity of perspectives, backgrounds and experiences. The FRP Board recognizes the value of gender and racial diversity among its members.
Nominees Proposed by Shareholders
The Nominating Committee will consider properly submitted shareholder nominees for candidates for membership on the FRP Board. Shareholders proposing individuals for consideration by the Nominating Committee must include, at a minimum, the following information about the proposed nominee: the proposed nominee’s name, age, business or residence address, principal occupation or employment, and whether such person has given written consent to being named in the proxy statement as a nominee and to serving as a director if elected. Shareholders should send the required information about the nominee to:
Corporate Secretary
FRP Holdings, Inc.
200 W. Forsyth Street, 7th Floor
Jacksonville, Florida 32202
In order for an individual proposed by a shareholder to be considered by the Nominating Committee for recommendation as a director nominee at the annual meeting of shareholders to be held in 2021, the Corporate Secretary must receive the proposal no later than 5 p.m. Eastern Time on December 31, 2020. Such proposals must be sent via registered, certified or express mail. The Corporate Secretary will send properly submitted shareholder proposed nominations to the Nominating Committee chair for consideration at a future Nominating Committee meeting. Individuals proposed by shareholders in accordance with these procedures will receive the same consideration that individuals identified to the Nominating Committee through other means receive.
TABLE OF CONTENTS
Nominations by Shareholders at Annual Meeting
Pursuant to the Company’s Articles of Incorporation, directors may be nominated at a meeting of shareholders at which directors are being elected, by (1) the FRP Board or any committee or person authorized or appointed by the FRP Board, or (2) by any shareholder who is entitled to vote for the election of directors at the meeting and who complies with certain advance notice procedures. These notice procedures require that the nominating shareholder make the nomination by timely notice in writing to the Secretary of the Company. To be timely, the notice must be received at the principal executive offices of the Company not less than forty (40) days prior to the meeting except that, if less than fifty (50) days’ notice or prior public disclosure of the date of the meeting is given to shareholders, the notice must be received no later than ten (10) days after the notice of the date of the meeting was mailed or such public disclosure was made. The notice must contain certain information about the proponent and each nominee, including such information about each nominee as would have been required to be included in a proxy statement filed pursuant to the rules of the SEC had such nominee been nominated by the FRP Board.
Board Leadership
John D. Baker II serves as the Chairman of the FRP Board and as FRP’s Chief Executive Officer. Mr. Baker has served as a director of the Company since 1986, served as the President and Chief Executive Officer from 2008 to 2010 and was again appointed as the Chief Executive Officer of the Company on March 13, 2017. From 1996 to 2007, Mr. Baker served as President and Chief Executive Officer of Florida Rock Industries, Inc. Mr. Baker currently serves as a director for Wells Fargo & Co. and has formerly served as a director for several other public companies.
It is a policy of the Company that when the Chairman of the FRP Board is not an independent director, the independent directors will annually appoint a lead independent director.
Mr. Commander currently serves as lead independent director. The lead independent director presides over executive sessions of the independent directors and performs other duties as may be assigned from time to time by the FRP Board.
The FRP Board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the independent members of the FRP Board. It does this by giving primary responsibility for the operational leadership and strategic direction of the Company to our Chief Executive Officer, while enabling the lead independent director to facilitate the FRP Board’s independent oversight of management. The FRP Board believes its programs for overseeing risk, as described under the “Risk Oversight” section below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.
Committees
The FRP Board currently has five directors and the following four committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Executive Committee. The membership during 2019 and the function of each committee are described below.
TABLE OF CONTENTS
In 2019, the FRP Board held four meetings, the Audit Committee held four meetings, the Compensation Committee held two meetings and the Nominating and Corporate Governance Committee held one meeting. During 2019, the Executive Committee did not hold any formal meetings but voted on various matters by unanimous written consent. The independent directors met in executive sessions following all Board meetings. With the exception of the absence of two directors from one board meeting each, all of our directors attended all of the meetings of the FRP Board and all committees on which the director served. Except for the Executive Committee, each of the committees of the FRP Board is composed exclusively of independent directors.
Director
|
Audit
|
Compensation
|
Nominating/Corporate
Governance
|
Executive
|
John D. Baker II
|
|
|
|
X
|
Charles E. Commander III
|
X
|
X*
|
|
|
H. W. Shad III
|
X*
|
|
X
|
|
Martin E. Stein, Jr.
|
|
X
|
X*
|
|
William H. Walton III
|
X
|
X
|
X
|
|
Margaret Wetherbee
|
|
|
X
|
|
John D. Baker III(1)
|
|
|
|
X
|
John D. Milton, Jr.(1)
|
|
|
|
X
|
X – Committee Member
* – Committee Chair
(1)
|
Messrs. Baker and Milton are ex officio members of the Executive Committee. Mr. Baker serves as Vice President and Chief Financial Officer and Mr. Milton serves as the Executive Vice President of the Company.
|
Audit Committee
The Audit Committee assists the FRP Board in its oversight of the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements, the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, and the qualifications, independence, and performance of the Company’s independent auditor. In addition to other responsibilities, the Audit Committee also:
|
●
|
Reviews the annual audited and the quarterly consolidated financial statements;
|
|
●
|
Discusses with the independent auditor all critical accounting policies to be used in the consolidated financial statements, all alternative treatments of financial information that have been discussed with management, other material communications between the independent auditor and management, and the independent auditor’s observations regarding the Company’s internal controls;
|
|
●
|
Reviews earnings press releases prior to issuance;
|
|
●
|
Appoints, oversees, and approves compensation of the independent auditor;
|
|
●
|
Approves all audit and permitted non-audit services provided by the independent auditor;
|
|
●
|
Reviews findings and recommendations of the independent auditor and management’s response to the recommendations of the independent auditor;
|
|
●
|
Recommends whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K; and
|
TABLE OF CONTENTS
|
●
|
Reviews and approves all transactions between the Company and any related person that are required to be disclosed under the rules of the SEC that have not previously been approved by the Company’s independent directors.
|
The FRP Board has determined that all Audit Committee members are independent and are able to read and understand financial statements. The FRP Board has also determined that the Chair of the Committee, H.W. Shad III, qualifies as an “audit committee financial expert” within the meaning of SEC regulations. The charter of the Audit Committee (as adopted on March 4, 2020) is available on our website at www.frpholdings.com under Corporate Governance.
Compensation Committee
The primary functions of the Compensation Committee are to discharge the responsibilities of the FRP Board relating to the compensation of the Company’s executive officers and prepare an annual report on executive compensation to be included in the Company’s proxy statement. In addition, the Compensation Committee:
|
●
|
Reviews and approves the Company’s goals and objectives relevant to the compensation of the Chief Executive Officer and evaluates his job performance in light of those goals and objectives;
|
|
●
|
Establishes compensation levels, including incentive and bonus compensation, for the Chief Executive Officer;
|
|
●
|
Establishes and determines, in consultation with the Chief Executive Officer, the compensation levels of other senior executive officers;
|
|
●
|
Reviews, periodically, with the Chairman and the Chief Executive Officer the succession plans for senior executive officers and makes recommendations to the FRP Board regarding the selection of individuals to occupy these positions;
|
|
●
|
Administers the Company’s stock plans; and
|
|
●
|
Reviews and reassesses the Compensation Committee charter for adequacy on an annual basis.
|
None of the members of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries during fiscal year 2019 or had any relationship requiring disclosure by the Company under the rules of the SEC requiring disclosure of certain relationships and related party transactions. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officer serving the FRP Board or Compensation Committee.
The charter of the Compensation Committee (as adopted on March 4, 2020) has been formally adopted by the Company and is available at www.frpholdings.com under Corporate Governance.
Nominating and Corporate Governance Committee
The primary functions of the Nominating Committee are to (1) identify individuals who are qualified to serve on the Company’s Board of Directors, (2) recommend for selection by the FRP Board the director nominees for the next annual meeting of the shareholders, (3) review and recommend to the FRP Board changes to the corporate governance practices of the Company, and (4) oversee the annual evaluation of the FRP Board. In addition, the Nominating Committee establishes criteria for the FRP Board membership.
TABLE OF CONTENTS
The charter of the Nominating Committee (as adopted on December 3, 2014) is available at www.frpholdings.com under Corporate Governance.
Executive Committee
John D. Baker II and John D. Milton, Jr. (ex officio), comprised the Executive Committee until August 5, 2019 when John Baker III was appointed by the board of directors as the third member. To the extent permitted by law, the Executive Committee exercises the powers of the FRP Board between meetings of the FRP Board.
Business Conduct Policies
We believe that operating with honesty and integrity has earned us trust from our customers, credibility within our communities, and dedication from our employees. Our senior executive and financial officers are bound by our Financial Code of Ethical Conduct. In addition, our directors, officers and employees are required to abide by our Code of Business Conduct and Ethics to ensure that our business is conducted in a consistently legal and ethical manner. These policies cover many topics, including conflicts of interest, protection of confidential information, fair dealing, protection of the Company’s assets and compliance with laws, rules and regulations.
Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of these policies. The Audit Committee has adopted procedures to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or auditing matters, and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
The Financial Code of Ethical Conduct and the Code of Business Conduct and Ethics (as adopted on December 3, 2014) is available on our website at www.frpholdings.com under Corporate Governance.
Risk Oversight
The FRP Board exercises direct oversight of strategic risk to the Company. Management annually (or periodically in the event greater frequency is required due to unforeseen circumstances) prepares an enterprise risk assessment and mitigation strategy that it reviews with the Audit Committee. The Audit Committee reports to the FRP Board, which in turn, provides guidance on risk appetite, assessment and mitigation.
Board and Committee Self-Assessment
It is a policy of the Company that the FRP Board and each committee, under the supervision of the Nominating Committee, conduct a self-evaluation of their performance at least annually. The self-evaluation process serves to assess the FRP Board’s and the committees’ performance and effectiveness during the previous year. Each member of the FRP Board and each committee member completes a questionnaire that addresses various aspects of the FRP Board or committee’s meetings, membership, culture, relationship with management and other committees and role and responsibilities and solicits recommendations for the upcoming year.
Communication with Directors
The FRP Board has adopted the following process for shareholders to send communications to members of the FRP Board. Shareholders may communicate with the chairs of the Audit, Compensation, and Nominating Committees of the FRP Board, or with our independent directors, by sending a letter to the following address: Board of Directors, FRP Holdings, Inc., c/o Corporate Secretary, 200 W. Forsyth Street, 7th Floor, Jacksonville, Florida 32202.
TABLE OF CONTENTS
NON-EMPLOYEE DIRECTOR COMPENSATION
Our non-employee directors receive cash compensation, as well as equity compensation in the form of stock grants of Company common stock. The following table summarizes the compensation paid to each of our non-employee directors during 2019. All amounts reflect the dollar value of the compensation.
|
DIRECTOR
COMPENSATION
|
|
|
|
|
|
|
|
Name
|
Fees earned or paid
in cash ($)(1)
|
|
Stock Awards ($)(2)(3)
|
|
Total(3)
|
|
|
|
|
|
|
|
|
Charles E. Commander III
|
$
|
34,000
|
|
|
—
|
|
$
|
34,000
|
|
H. W. Shad III
|
$
|
33,000
|
|
|
—
|
|
$
|
33,000
|
|
Martin E. Stein, Jr.
|
$
|
27,500
|
|
|
—
|
|
$
|
27,500
|
|
William H. Walton III
|
$
|
31,000
|
|
|
—
|
|
$
|
31,000
|
|
Margaret Wetherbee
|
$
|
15,167
|
|
$
|
69,715
|
|
$
|
84,882
|
|
(1)
|
The table below sets forth the cash fees arrangements for the FRP Board and for each committee:
|
All Non-Employee Directors
|
Annual Retainer
|
|
$
|
15,000
|
|
Attendance Fee for Unscheduled Meetings
|
|
$
|
1,500
|
|
Audit Committee
|
Annual Fee: Chairman
|
|
$
|
10,000
|
|
Annual Fee: Member
|
|
$
|
5,000
|
|
Meeting Fees: Chairman(a)
|
|
$
|
1,500
|
|
Meeting Fees: Member (a)
|
|
$
|
1,000
|
|
Compensation Committee
|
Annual Fee: Chairman
|
|
$
|
5,000
|
|
Annual Fee: Member
|
|
$
|
1,000
|
|
Meeting Fees: Chairman
|
|
$
|
1,500
|
|
Meeting Fees: Member
|
|
$
|
1,000
|
|
Other Committees
|
Annual Fee: Chairman
|
|
$
|
2,000
|
|
Annual Fee: Member
|
|
$
|
1,000
|
|
Meeting Fees: Chairman
|
|
$
|
1,500
|
|
Meeting Fees: Member
|
|
$
|
1,000
|
|
|
(a)
|
The Audit Committee members receive no meeting fees for the four regularly-scheduled quarterly meetings. Meeting fees apply only to the extent there are additional Audit Committee meetings.
|
(2)
|
On August 5, 2019, Ms. Wetherbee was awarded 1,460 shares of the Company’s common stock under the Company’s 2016 Equity Incentive Plan (“Equity Incentive Plan”) reflecting her board service for the portion of the year subsequent to her appointment in 2019. The value was determined using the closing price of the Company’s common stock on the Nasdaq Stock Market on August 5, 2019, which was $47.75. The aggregate grant date fair value was computed in accordance with FASB Topic 718.
|
(3)
|
Non-employee director stock grants for 2019 were granted in December of 2018 and, as a result, are not reflected in this table. The total compensation for each non-employee director for 2019, including the 2019 stock grant of 2,023 shares (valued at $92,997) is as follows:
|
Name
|
Total Including 2019 Stock Grant
|
|
|
|
|
Charles E. Commander III
|
$
|
126,997
|
|
H. W. Shad III
|
$
|
125,997
|
|
Martin E. Stein, Jr.
|
$
|
120,497
|
|
William H. Walton III
|
$
|
123,997
|
|
TABLE OF CONTENTS
SECURITIES OWNERSHIP
Directors, Director Nominees and Executive Officers
The following table shows the number of shares of the Company’s common stock beneficially owned by (i) each of the Company’s directors and director nominees, (ii) each of the Company’s named executive officers and (iii) all executive officers, directors and director nominees of the Company as a group, as of March 11, 2020.
Name of Beneficial Owner
|
Amount and Nature of Beneficial Ownership(1)
|
|
Percent
of Class
|
|
John D. Baker II
|
|
1,394,769
|
(2)
|
|
14.2
|
%
|
Charles E. Commander III
|
|
33,231
|
(3)
|
|
*
|
|
David H. deVilliers, Jr.
|
|
81,129
|
(4)
|
|
*
|
|
David H. deVilliers III
|
|
12,436
|
(5)
|
|
*
|
|
H. W. Shad III
|
|
28,731
|
|
|
*
|
|
Martin E. Stein, Jr.
|
|
187,568
|
(6)
|
|
1.9
|
%
|
William H. Walton III
|
|
13,231
|
|
|
*
|
|
Margaret B. Wetherbee
|
|
53,468
|
(7)
|
|
*
|
|
Total ownership of all directors, director nominees and executive officers as a group (11 persons):
|
|
1,944,320
|
|
|
19.6
|
%
|
* Less than 1%
(1)
|
Unless otherwise indicated, beneficial owners directly hold and have sole voting and investment power with respect to their respective shares reported in this table.
|
(2)
|
John D. Baker II’s beneficial ownership includes: (i) 18,480 shares he holds directly; (ii) 10,025 shares held in retirement accounts; (iii) 235,789 shares held by the John D. Baker II Living Trust, for which Mr. Baker is the sole trustee and sole beneficiary; (iv) 660 shares held by the Trust for John D. Baker II, for which Mr. Baker is the sole trustee and sole beneficiary; (v) 1,113,474 shares held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, for which Mr. Baker serves as co-trustee and is the sole income beneficiary, as to which Mr. Baker has shared voting and investment power, and as to which Mr. Baker disclaims beneficial ownership except to the extent of his pecuniary interest therein; (vi) 3,789 shares held by his wife’s living trust, as to which he disclaims beneficial ownership except to the extent of his pecuniary interest therein; and (vii) 12,552 shares underlying stock options that are exercisable within 60 days.
|
(3)
|
Charles E. Commander III’s beneficial ownership includes 27,231 shares he holds directly and 6,000 shares held in his IRAs.
|
(4)
|
David H. deVilliers, Jr.’s beneficial ownership includes 7,830 shares he holds directly and 73,299 shares underlying stock options that are exercisable within the next 60 days.
|
(5)
|
David H. deVilliers III’s beneficial ownership includes 8,197 shares that he holds directly, 648 shares held in his 401(k) and 3,591 shares underlying stock options that are exercisable within the next 60 days.
|
(6)
|
Martin E. Stein’s beneficial ownership includes 66,668 shares that he holds directly and 120,900 shares held by Regency Square II, a Florida general partnership, as to which Mr. Stein has shared voting and investment power. Mr. Stein owns a 2.5248% partnership interest in Regency Square II and is a co-trustee and a beneficiary of a testamentary trust that holds a 46.21% interest in Regency Square II.
|
(7)
|
Ms. Wetherbee’s beneficial ownership includes 1,460 shares that she holds directly and 52,008 shares held in a margin account. In addition to the shares reported in the table above, Ms. Wetherbee is a residuary beneficiary with respect to 423,474 shares of FRP common stock under the Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965.
|
TABLE OF CONTENTS
Shareholders Holding More Than Five Percent of Common Stock
The following table
shows the number of shares of the Company’s common stock beneficially owned by each person (or group of people) known by
the Company to beneficially own more than 5% of the common stock of the Company.
Name and Address
of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
|
Percent of Class
|
|
|
|
|
|
|
|
|
Trust FBO John D. Baker II U/A Cynthia L.
Baker Trust dated 4/30/1965
|
|
|
1,113,474
|
(1)
|
|
|
11.3
|
%
|
John D. Baker II
200 W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
|
|
|
1,394,769
|
(1)(2)
|
|
|
14.2
|
%
|
Edward L. Baker II
200 W. Forsyth Street, 12th Floor
Jacksonville, FL 32202
|
|
|
1,210,774
|
(1)(3)
|
|
|
12.3
|
%
|
|
|
|
|
|
|
|
|
|
Thompson S. Baker II
Edward L. Baker
200 W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
|
|
|
587,870
496,815
|
(4)
(5)
|
|
|
6.0
5.1
|
%
%
|
|
|
|
|
|
|
|
|
|
CLB 1965 LLC
Cynthia P. Ogden
1165 5th Avenue #10-D
New York, NY 10029
|
|
|
913,911
913,911
|
(6)
(6)
|
|
|
9.3
9.3
|
%
%
|
|
|
|
|
|
|
|
|
|
Estabrook Capital Management LLC
Charles T. Foley
David P. Foley
900 Third Avenue
New York, NY 10022
|
|
|
517,863
|
(7)
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
|
|
|
684,304
|
(8)
|
|
|
7.2
|
%
|
|
|
|
|
|
|
|
|
|
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
|
|
526,691
|
(9)
|
|
|
5.4
|
%
|
(1)
|
The Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, for which John D. Baker II and Edward L. Baker II serve as co-trustees, and to which John D. Baker II is the sole income beneficiary, holds 1,113,474 shares, which shares are included in the beneficial ownership calculations for John D. Baker II, Edward L Baker II and the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, each of whom are members of a group pursuant to the Schedule 13D filed with the SEC on March 20, 2019. John D. Baker II and Edward L Baker II have shared voting and investment power with respect to such shares.
|
(2)
|
John D. Baker II’s beneficial ownership includes: (i) 18,480 shares he holds directly; (ii) 10,025 shares held in retirement accounts; (iii) 235,789 shares held by the John D. Baker II Living Trust, for which Mr. Baker is the sole trustee and sole beneficiary; (iv) 660 shares held by the Trust for John D. Baker II, for which Mr. Baker is the sole trustee and sole beneficiary; (v) 1,113,474 shares held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, as to which Mr. Baker disclaims beneficial ownership except to the extent of his pecuniary interest therein; (vi) 3,789 shares held by his wife’s living trust, as to which he disclaims beneficial ownership except to the extent of his pecuniary interest therein; and (vii) 12,552 shares underlying stock options that are exercisable within 60 days. Mr. Baker has sole voting and investment power with respect to the shares described in clauses (i), (ii), (iii) and (iv).
|
TABLE OF CONTENTS
(3)
|
Edward L. Baker II’s beneficial ownership includes (i) 660 shares that he holds directly; (ii) 96,640 shares held by the Edward L’Engle Baker II Revocable Living Trust, for which Mr. Baker is the sole trustee and sole beneficiary and (iii) 1,113,474 shares of common stock held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, as to which Mr. Baker disclaims beneficial ownership except to the extent of his pecuniary interest therein. Mr. Baker has sole voting and investment power with respect to the shares described in clauses (i) and (ii).
|
(4)
|
In a Schedule 13G filed with the SEC on February 14, 2020, Thompson S. Baker II reported that, as of December 31, 2019, he was the beneficial owner of (i)155,600 shares owned by the Thompson S. Baker II Revocable Living Trust; (ii) 423,474 shares held by the Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965, for which Thompson S. Baker II and Edward L. Baker serve as co-trustees, to which Edward L. Baker is the sole income beneficiary, and as to which Mr. Baker disclaims beneficial ownership except to the extent of his pecuniary interest therein; (iii) 2,199 shares held by the Julia Elizabeth Baker Trust, for which Mr. Baker serves as co-trustee, which shares are held in trust for the benefit of his daughter; (iv) 2,199 shares held by the Mary Cameron Baker Trust, for which Mr. Baker serves as co-trustee, which shares are held in trust for the benefit of his daughter; (v) 2,199 shares held by the Samuel McDonald Baker Trust, as co-trustee, which shares are held in trust for the benefit of his son; and (vi) 2,199 shares held by his wife’s living trust, Mr. Baker disclaims beneficial ownership except to the extent of his pecuniary interest therein. Mr. Baker has sole voting and investment power with respect to the shares described in clause (i) and shared voting and investment power with respect to the shares described in clauses (ii), (iii), (iv) and (v).
|
(5)
|
In a Schedule 13G filed with the SEC on February 14, 2020, Edward L. Baker reported that, as of December 31, 2019, he was the beneficial owner of (i) 4,121 shares that he holds directly; (ii) 69,220 shares owned by the Edward L. Baker Living Trust; and (iii) 423,474 shares held by the Trust FBO Edward L. Baker U/A Cynthia L. Baker Trust dated 4/30/1965, for which Thompson S. Baker II and Edward L. Baker serve as co-trustees and to which Edward L. Baker is the sole income beneficiary. Mr. Baker has sole voting and investment power with respect to the shares described in clauses (i) and (ii) and has shared voting and investment power with respect to the shares described in clause (iii).
|
(6)
|
In a Schedule 13G filed with the SEC on February 14, 2020, CLB 1965 LLC and Cynthia P. Ogden, as the manager thereto, reported that CLB 1965 LLC beneficially owned 913,911 shares, as to which Cynthia P. Ogden has sole voting and investment power.
|
(7)
|
In a Schedule 13G filed with the SEC on February 13, 2020, Estabrook Capital Management LLC, Charles T. Foley and David P. Foley reported that, as of December 31, 2019, each beneficially owned, and had shared voting and investment power with respect to, 517,863 shares.
|
(8)
|
In a Schedule 13G/A filed with the SEC on February 12, 2020, The Vanguard Group reported that, as of December 31, 2019, it beneficially owned 708,281 shares, 6,467 as to which it had sole voting power, 300 as to which it had shared voting power, 702,114 as to which it had sole investment power and 6,167 as to which it had shared investment power.
|
(9)
|
In a Schedule 13G/A filed with the SEC on February 5, 2020, BlackRock, Inc. reported that, as of December 31, 2019, it beneficially owned 531,930 shares, 515,564 as to which it had sole voting power and 531,930 as to which it had sole investment power.
|
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and beneficial owners of 10% or more of the Company’s outstanding common stock to file initial reports of ownership and reports of changes in ownership with the SEC, NASDAQ and the Company. Based solely on a review of the copies of such forms furnished to the Company and written representations from the Company’s executive officers and directors, the Company believes all persons subject to these reporting requirements filed the required reports on a timely basis during 2019, except with respect to the Form 4 filed on behalf of John Klopfenstein, the Company’s Controller and Chief Accounting Officer, on December 18, 2019, which was filed one day late due to an administrative oversight.
TABLE OF CONTENTS
RELATED
PARTY TRANSACTIONS
Transactions
With Patriot Transportation Holding, Inc.
On
January 30, 2015, we completed a spin-off of our former transportation business. The spin-off was effected through a corporate
reorganization, followed by the distribution by the Company of all of the shares of common stock of Patriot Transportation Holding,
Inc. (“Patriot; NASDAQ – PATI). For more information regarding the Spin-off, you may refer to Patriot’s
Information Statement, which is attached as Exhibit 99.1 to Patriot’s Form 10, filed with the Securities Exchange Commission
on December 31, 2014, available at www.sec.gov. John D. Baker II, our Chief Executive Officer, beneficially owns more than
10% of the outstanding shares of Patriot common stock.
In
connection with the spin-off, we entered into various transitional agreements with Patriot, including a transition services agreement.
Pursuant to the transition services agreement, Patriot provides FRP certain services that were shared prior to the Spin-off, including
the employment of certain shared employees. In 2019, the Company reimbursed Patriot an amount of $1,389,000 for such services.
In
the opinion of the Company, the terms, conditions, transactions and payments under the agreements with the persons described above
were not less favorable to the Company than those which would have been available from unaffiliated persons.
Policies
and Procedures
The
Audit Committee of the FRP Board is responsible for reviewing and approving all material transactions with any related party not
previously approved by the Company’s independent directors. This responsibility is set forth in writing in our Audit Committee
charter, a copy of which is available at www.frpholdings.com under Corporate Governance. In certain cases, transactions
have been approved by a committee consisting of all independent directors. Related parties include any of our directors or executive
officers, and certain of our shareholders and their immediate family members.
To
identify related party transactions, each year, we submit and require our directors and officers to complete director and officer
questionnaires identifying any transactions with us in which the officer or director or their family members have an interest.
We review related party transactions due to the potential for a conflict of interest. A conflict of interest occurs when an individual’s
private interest interferes, or appears to interfere, in any way with our interests. Our Code of Business Conduct and Ethics requires
all directors, officers and employees who may have a potential or apparent conflict of interest to immediately notify our Chief
Financial Officer.
We
expect our directors, officers and employees to act and make decisions that are in our best interests and encourage them to avoid
situations which present a conflict between our interests and their own personal interests. Our directors, officers and employees
are prohibited from taking any action that may make it difficult for them to perform their duties, responsibilities and services
to the Company in an objective and effective manner. In addition, we are strictly prohibited from extending personal loans to,
or guaranteeing personal obligations of, any director or officer. Exceptions are only permitted in the reasonable discretion of
the FRP Board. A copy of our Code of Business Conduct and Ethics is available at www.frpholdings.com under Corporate Governance.
TABLE OF CONTENTS
AUDIT
COMMITTEE REPORT
The
Audit Committee reviews the Company’s financial reporting process on behalf of the FRP Board. Management has the
primary responsibility for the financial statements and the reporting process, including the system of internal controls. The
Audit Committee also selects the Company’s independent registered public accounting firm. The Audit Committee held four
formal meetings in fiscal year 2018.
In
this context, the Audit Committee has met and held discussions with management and the independent registered public accounting
firm regarding the fair and complete presentation of the Company’s results and the assessment of the Company’s internal
control over financial reporting. The Audit Committee has discussed significant accounting policies applied by the Company in
its financial statements, as well as alternative treatments. Management represented to the Committee that the Company’s
consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States
of America, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent
registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters
required to be discussed pursuant to applicable standards adopted by the PCAOB.
In
addition, the Audit Committee has received the written disclosures and the letter from the independent auditor required by the
applicable requirements of PCAOB regarding the independent auditor’s communications with us concerning independence and
has discussed with the independent auditor the auditor’s independence from the Company and its management. The Audit Committee
also has considered whether the independent auditor’s provision of non-audit services to the Company is compatible with
the auditor’s independence. The Audit Committee has concluded that the independent auditor is independent from the Company
and its management.
The
Audit Committee reviewed and discussed Company policies with respect to risk assessment and risk management.
The
Audit Committee discussed with the Company’s independent auditor the overall scope and plans for the audit. The Audit Committee
meets with the independent auditors, with and without management present, to discuss the results of their examinations, the evaluations
of the Company’s internal controls, and the overall quality of the Company’s financial reporting.
In
reliance on the reviews and discussions referred to above, the Audit Committee recommended to the FRP Board, and the FRP Board
has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2019, for filing with the Securities and Exchange Commission.
|
Submitted
by:
|
H.W.
Shad III, Chairman
|
|
|
Charles
E. Commander III
|
|
|
William
H. Walton III
|
|
|
Members
of the Audit Committee
|
The
Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference
into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the
Company specifically incorporates the Audit Committee Report by reference therein.
TABLE OF CONTENTS
PROPOSAL
NO. 2: THE AUDITOR PROPOSAL
The
Audit Committee has selected Hancock Askew as the Company’s independent registered public accounting firm (auditors) to
examine the consolidated financial statements of the Company, subject to satisfactory negotiation of an annual fee agreement for
2020. The FRP Board seeks an indication from shareholders of their approval or disapproval of the Audit Committee’s appointment
of Hancock Askew as the Company’s auditors.
Hancock
Askew has been our independent auditor since 2006, and no relationship exists between the Company and Hancock Askew other than
the usual relationship between auditor and client.
If
the appointment of Hancock Askew as auditor for 2020 is not approved by the shareholders, the adverse vote will be considered
a direction to the Audit Committee to consider other auditors for next year. However, because of the difficulty in making
any substitution of auditors so long after the beginning of the current year, Hancock Askew will remain the Company’s Independent
Registered Public Accounting Firm for 2020, unless the Audit Committee finds other good reason for making a change.
Representatives
of Hancock Askew will be available to respond to questions at the annual meeting of shareholders.
Independent
Registered Public Accounting Firm
The
Audit Committee has selected Hancock Askew to serve as the Company’s independent registered public accounting firm, subject
to satisfactory negotiation of an annual fee agreement. Representatives of Hancock Askew are expected to be present at the shareholders’
meeting with the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Audit
and Non-Audit Fees
The
following table presents fees billed or to be billed by the Company’s independent registered public accounting firm for
the audit of the Company’s financial statements for fiscal years 2017 and 2018, and for other services performed during
such periods.
|
|
2018(3)
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees (1)
|
|
$
|
226,891
|
|
|
$
|
201,006
|
|
Audit
Related Fees (2)
|
|
$
|
51,194
|
|
|
$
|
6,910
|
|
Tax
Fees
|
|
|
—
|
|
|
|
—
|
|
All
Other Fees
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
278,085
|
|
|
$
|
207,916.53
|
|
|
(1)
|
Audit
services include work performed in connection with the review of the Company’s
quarterly financial statements, the audit of the Company’s annual financial statements
and the audit of internal control over financial reporting.
|
|
(2)
|
Audit
related fees consisted principally of services pertaining to technical accounting consultations
required in connection with the audit.
|
|
(3)
|
The
Company’s audit fees and audit related fees were elevated in 2018 due to audits
and accounting consultations relating to the sale of the Company’s warehouse business
on May 21, 2018, new joint ventures of the Company and the Company’s investment
in corporate bonds.
|
TABLE OF CONTENTS
Pre-Approval
of Audit and Non-Audit Services
Under
the Company’s amended Audit Committee charter, the Audit Committee is required to pre-approve all auditing services and
permissible non-audit services, including related fees and terms, to be performed for the Company by its independent auditor,
subject to the de minimis exceptions for non-audit services described under the Exchange Act which are approved by the Audit Committee
prior to the completion of the audit. The Audit Committee pre-approved all audit services, audit-related services and tax review,
compliance and planning services performed for the Company by Hancock Askew during fiscal years 2018 and 2019.
TABLE OF CONTENTS
PROPOSAL
NO. 3: THE COMPENSATION PROPOSAL
In
accordance with Section 14A of Exchange Act we are asking shareholders to vote “FOR” approval of our executive
compensation program. This non-advisory vote is commonly referred to as “say-on-pay.”
We
design our executive officer compensation program to attract, motivate, and retain the key executives who drive our success and
industry leadership. Our compensation program consists of several forms of compensation: base salary, cash incentive bonuses,
equity compensation and other benefits and perquisites. Pay that reflects performance and alignment of that pay with the interests
of long-term shareholders are key principles that underlie our compensation program. The FRP Board believes that our current executive
compensation program directly links executive compensation to our performance and aligns the interest of our executive officers
with those of our shareholders.
Shareholders
are urged to read the “Executive Compensation” section of this proxy statement, which contains tabular information
and narrative discussion about the compensation of our named executive officers.
Because
this is an advisory vote, it will not be binding on the FRP Board. However, the FRP Board and the Compensation Committee will
review and take into account the outcome of the vote when considering future executive compensation decisions.
Accordingly,
the FRP Board proposes that you indicate your support for the Company’s compensation philosophy, policies, and procedures
and their implementation in 2019 as described in this proxy statement.
Compensation
Policies
Internal
Pay Equity. We believe that internal pay equity is an important factor to be considered in establishing compensation for the
officers. We have not established a policy regarding the ratio of total compensation of the Chief Executive Officer to that of
the other officers, but we do review compensation levels to ensure that appropriate equity exists.
Compensation
Risk Assessment. The Compensation Committee considers the risks that may result from the Company’s compensation policies
and practices. The Compensation Committee believes that our compensation policies and practices for our executives are reasonable
and properly align their interests with those of our shareholders. The Compensation Committee believes that there are a number
of factors that cause our compensation policies and practices to not have a material adverse effect on the Company. The fact that
our executive officers have their annual incentive compensation tied to return on capital employed encourages actions that promote
profitability. Our equity-based incentives further align the interest of our executives with the long term interests of our shareholders.
In addition, we believe that there are significant checks in place so that employees whose compensation may have a shorter term
focus are managed by employees and officers whose compensation has a longer term focus.
Tax
Deductibility of Compensation Should be Maximized Where Appropriate. The Company generally seeks to maximize the deductibility
for tax purposes of all elements of compensation. For example, the Company always has issued nonqualified stock options that result
in a tax deduction to the Company upon exercise. We review compensation plans in light of applicable tax provisions and may revise
compensation plans from time to time to maximize deductibility. However, we may approve compensation that does not qualify for
deductibility when we deem it to be in the best interests of the Company.
TABLE OF CONTENTS
Financial
Restatement
It
is a policy of the FRP Board that the Compensation Committee will, to the extent permitted by governing law, have the sole and
absolute authority to make retroactive adjustments to any cash or equity based incentive compensation paid to executive officers
and certain other officers where the payment was predicated upon the achievement of certain financial results that were subsequently
the subject of a restatement. Where applicable, the Company will seek to recover any amount determined to have been inappropriately
received by the individual executive.
Clawback
Policy
It
is our policy, under the Equity Incentive Plan, that any equity compensation granted to executives subject to recovery under any
law, regulation or listing requirement will be subject to deductions and clawback as required by such law, regulation or listing
requirement.
EXECUTIVE
COMPENSATION
We
are currently considered a “smaller reporting company” for purposes of the SEC’s executive compensation and
other disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding
Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures.
Summary
Compensation Table
The
Summary Compensation Table sets forth information concerning the compensation of our named executive officers for 2019, 2018 and
2017. Our compensation program consists of several forms of compensation: base salary, cash incentive bonuses, equity compensation
and other benefits and perquisites.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUMMARY
COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
Name
and Principal
|
|
|
|
|
|
|
Base
|
|
|
|
Stock
|
|
|
|
Option
|
|
|
|
Incentive
Plan
|
|
|
|
All
Other
|
|
|
|
|
|
Position
|
|
|
Year
|
|
|
|
Salary
|
|
|
|
Awards(2)
|
|
|
|
Awards(3)
|
|
|
|
Compensation(4)
|
|
|
|
Compensation(5)
|
|
|
|
Total
|
|
John
D. Baker II(1)
|
|
|
2019
|
|
|
$
|
200,000
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
200,000
|
|
|
$
|
56,778
|
|
|
$
|
456,778
|
|
Chief
Executive Officer
|
|
|
2018
|
|
|
$
|
222,500
|
|
|
|
—
|
|
|
$
|
100,000
|
|
|
$
|
278,125
|
|
|
$
|
9,090
|
|
|
$
|
609,715
|
|
|
|
|
2017
|
|
|
$
|
177,906
|
|
|
|
—
|
|
|
$
|
175,000
|
|
|
$
|
122,375
|
|
|
$
|
8,252
|
|
|
$
|
483,533
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
H. deVilliers, Jr.
|
|
|
2019
|
|
|
$
|
356,372
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
356,372
|
|
|
$
|
32,514
|
|
|
$
|
745,258
|
|
President
|
|
|
2018
|
|
|
$
|
345,914
|
|
|
|
—
|
|
|
$
|
100,000
|
|
|
$
|
432,393
|
|
|
$
|
19,472
|
|
|
$
|
890,701
|
|
|
|
|
2017
|
|
|
$
|
335,839
|
|
|
|
—
|
|
|
$
|
100,000
|
|
|
$
|
251,879
|
|
|
$
|
28,982
|
|
|
$
|
716,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
H. deVilliers III
|
|
|
2019
|
|
|
$
|
240,000
|
|
|
$
|
50,000
|
|
|
|
—
|
|
|
$
|
168,000
|
|
|
$
|
15,530
|
|
|
$
|
473,530
|
|
Executive
Vice President
|
|
|
2018
|
|
|
$
|
221,055
|
|
|
|
—
|
|
|
$
|
50,000
|
|
|
$
|
329,607
|
|
|
$
|
15,806
|
|
|
$
|
616,468
|
|
|
|
|
2017
|
|
|
$
|
207,563
|
|
|
|
—
|
|
|
$
|
30,000
|
|
|
$
|
93,403
|
|
|
$
|
16,034
|
|
|
$
|
347,000
|
|
(1)
|
John
D. Baker II was appointed as the Chief Executive Officer of the Company on March 13,
2017.
|
(2)
|
This
column reflects stock grants to our executive officers under the Equity Incentive Plan.
David H. deVilliers III was awarded a stock grant of 1,012 shares on September 12, 2019.
The value was determined using the closing price of the Company’s common stock
on the Nasdaq Global Select Market on the grant date, which was $49.40. The aggregate
grant date fair value was computed in accordance with FASB Topic 718.
|
(3)
|
This
column reflects stock options granted to our executive officers under the Equity Incentive
Plan. All stock options vest ratably over 5 years, commencing on the first anniversary
of the grant date, and have a term of 10 years. The value shown for all awards reflects
the FASB ASC Topic 718 expense associated with the options using the Black-Scholes pricing
model, estimating the fair market value of stock options using the assumptions set forth
in the following table:
|
TABLE OF CONTENTS
|
|
|
|
|
|
Assumptions
|
|
|
|
|
|
|
Risk-Free
|
|
Dividend
|
|
|
|
Expected
|
Name
|
|
Date
of Grant(a)
|
|
Value
|
|
Interest
Rate
|
|
Yield
|
|
Volatility
|
|
Life
(Years)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
D. Baker II
|
|
|
12/5/2018
|
|
|
$
|
100,000
|
|
|
|
2.83
|
%
|
|
|
0
|
|
|
|
31.53
|
%
|
|
|
5
|
|
|
|
|
12/6/2017
|
(b)
|
|
$
|
100,000
|
|
|
|
2.15
|
%
|
|
|
0
|
|
|
|
34.32
|
%
|
|
|
5
|
|
|
|
|
3/13/2017
|
(b)
|
|
$
|
75,000
|
|
|
|
2.43
|
%
|
|
|
0
|
|
|
|
38.17
|
%
|
|
|
7
|
|
David
H. deVilliers, Jr.
|
|
|
12/5/2018
|
|
|
$
|
100,000
|
|
|
|
2.83
|
%
|
|
|
0
|
|
|
|
31.53
|
%
|
|
|
5
|
|
|
|
|
12/6/2017
|
(b)
|
|
$
|
100,000
|
|
|
|
2.15
|
%
|
|
|
0
|
|
|
|
34.32
|
%
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
H. deVilliers III
|
|
|
12/5/2018
|
|
|
$
|
50,000
|
|
|
|
2.90
|
%
|
|
|
0
|
|
|
|
33.95
|
%
|
|
|
7
|
|
|
|
|
12/6/2017
|
(b)
|
|
$
|
30,000
|
|
|
|
2.28
|
%
|
|
|
0
|
|
|
|
37.31
|
%
|
|
|
7
|
|
|
(a)
|
Due
to the Company’s fiscal year change in 2017: (i) stock options granted on December
5, 2018 were granted in connection with 2019 compensation, (ii) stock options granted
on December 6, 2017 were granted in connection with 2018 compensation and (iii) stock
options granted on December 7, 2016 and March 13, 2017 were granted in connection with
2017 compensation.
|
|
(b)
|
Stock options are fully
vested as of May 21, 2018 due to acceleration upon the closing of a sale transaction constituting a “change in control”
under the Equity Incentive Plan.
|
(4)
|
This
column represents amounts paid under the Company’s management incentive compensation
plan (the “MIC Plan”), and with respect to David H. deVilliers III,
an additional executive incentive compensation agreement entered into in connection with
a sale transaction effected May 21, 2018, under which agreement Mr. deVilliers was awarded
$150,000 in fiscal year 2018 (with the remaining $179,607 of his 2018 award being awarded
under the MIC Plan).
|
The
MIC Plan provides officers an opportunity to earn an annual cash bonus for achieving specified performance based goals. Due to
the Company’s fiscal year change in 2017, non-equity incentive awards for the periods reflected in this table were determined
and awarded based on (i) the 12-month period beginning October 1, 2016 and ending September 30, 2017 (which award is reflected
in 2017 compensation); (ii) the 15-month period beginning October 1, 2017 and ending December 31, 2018 (which award is reflected
in 2018 compensation); and (iii) calendar year 2019 (each, an “MIC Period”). Individual awards are expressed
as a percentage of each officer’s base salary and are determined by the achievement of individual performance goals, subject
to any Company performance criteria set for the applicable period, all of which is set by the Compensation Committee on an annual
basis. Each year, a portion of each named executive officer’s cash bonus is contingent upon a determination that the internal
control over financial reporting for the company was effective during the applicable year.
For
the 12-month MIC Period ending December 31, 2019, John D. Baker II and David H. deVilliers, Jr. were eligible to receive bonuses
in an amount of up to 100% of their base salaries, and David H. deVilliers III was eligible to receive a bonus in an amount of
up to 70% of his base salary, subject to the achievement by each of individual performance goals.
For
the 15-month MIC Period ending December 31, 2018, John D. Baker II and David H. deVilliers, Jr. were eligible to receive bonuses
in an amount of up to 125% of their base salaries, and David H. deVilliers III was eligible to receive a bonus in an amount of
up to 81.25% of his base salary. Bonuses were contingent upon the Company’s achievement of (i) an operating profit target
and (ii) a target for square feet leased during the period. Each target accounted for 50% of the bonus pool, but an achievement
in excess of one target (up to 20%) could be applied to eliminate any corresponding deficit in meeting the other target. The maximum
bonus pool was available upon the achievement of an operating profit of $15,088,300 and 759,239 square feet leased. The target
operating profit and square feet leased were $14,552,409 and 588,477, respectively, which would have resulted in the achievement
of 80% of the eligible bonus pool. The threshold operating profit and square feet leased were $13,205,700 and 465,000, respectively,
which would have resulted in the achievement of 50% of the eligible bonus pool. Maximum bonuses were awarded for the 15-month
MIC Period ending December 31, 2018 based on the partial performance of the Company during such MIC Period in light of the sale
of the Company’s warehouse business on May 21, 2018.
For
the 12-month MIC Period ending September 30, 2017, John D. Baker II, David H. deVilliers, Jr. and David H. deVilliers III were
eligible to receive bonuses in amounts of up to 75%, 100% and 60% of their base salaries, respectively. Bonuses were contingent
upon the Company’s achievement of (i) a budgeted net income of $5,991,811 and (ii) a target for square feet leased during
the period. The achievement of the budgeted net income was required for the award of any bonuses under the MIC Plan, and the bonus
pool was subject to be prorated based on square feet leased. The maximum bonus pool was available upon the achievement of 777,745
square feet leased. The target square feet leased was 577,745, which would have resulted in the achievement of 80% of the eligible
bonus pool. The threshold square feet leased was 457,984, which would have resulted in the achievement of 5% of the eligible bonus
pool.
TABLE OF CONTENTS
|
(5)
|
The components of “All Other Compensation” are as follows:
|
Name
|
|
Period
|
|
|
401k Matching
Contributions
|
|
|
Personal Use of
Company Car
|
|
|
Medical(a)
|
|
|
Misc.(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John D. Baker II
|
|
|
2019
|
|
|
$
|
8,400
|
|
|
|
—
|
|
|
$
|
48,057
|
|
|
$
|
321
|
|
|
|
|
2018
|
|
|
$
|
8,250
|
|
|
|
—
|
|
|
$
|
115
|
|
|
$
|
725
|
|
|
|
|
2017
|
|
|
$
|
7,662
|
|
|
|
—
|
|
|
$
|
95
|
|
|
$
|
495
|
|
David H. deVilliers, Jr.
|
|
|
2019
|
|
|
$
|
8,400
|
|
|
$
|
8,096
|
|
|
$
|
14,799
|
|
|
$
|
1,219
|
|
|
|
|
2018
|
|
|
$
|
8,250
|
|
|
$
|
4,740
|
|
|
$
|
5,263
|
|
|
$
|
1,219
|
|
|
|
|
2017
|
|
|
$
|
8,100
|
|
|
$
|
4,282
|
|
|
$
|
15,381
|
|
|
$
|
1,219
|
|
David H. deVilliers III
|
|
|
2019
|
|
|
$
|
8,400
|
|
|
$
|
6,950
|
|
|
|
—
|
|
|
$
|
180
|
|
|
|
|
2018
|
|
|
$
|
8,250
|
|
|
$
|
7,376
|
|
|
|
—
|
|
|
$
|
180
|
|
|
|
|
2017
|
|
|
$
|
8,100
|
|
|
$
|
7,772
|
|
|
|
—
|
|
|
$
|
162
|
|
|
(a)
|
The amounts shown under this column represent benefits paid under our Medical Reimbursement Plan,
under which we reimburse certain officers for personal medical expenses not covered by insurance.
|
|
(b)
|
The amounts shown under this column represent payment of country club and social club dues and
purchase of tickets to sporting events on behalf of the named executive officers and other miscellaneous reimbursed expenses. These
club memberships and tickets generally are maintained for business entertainment but may be used for personal use. The entire amount
has been included, although we believe that only a portion of this cost represents a perquisite.
|
Outstanding Equity Awards at Fiscal Year-End
The table below sets forth information
relating to stock options held by the named executive officers as of December 31, 2019.
|
|
Option Awards(1)
|
Name
|
|
Number of
Securities Underlying
Unexercised Options
(#) Exercisable
|
|
|
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
|
|
|
Option Exercise
Price
|
|
|
Option Expiration
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
John D. Baker II
|
|
|
4,555
|
(2)
|
|
|
—
|
|
|
$
|
37.550
|
|
|
03/12/2027
|
Chief Executive Officer
|
|
|
6,670
|
(2)
|
|
|
—
|
|
|
$
|
44.50
|
|
|
12/05/2027
|
|
|
|
1,327
|
|
|
|
5,308
|
|
|
$
|
45.97
|
|
|
12/04/2028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David H. deVilliers, Jr.
|
|
|
12,415
|
|
|
|
—
|
|
|
$
|
19.233
|
|
|
12/01/2020
|
President
|
|
|
14,100
|
|
|
|
—
|
|
|
$
|
16.718
|
|
|
12/05/2021
|
|
|
|
11,870
|
|
|
|
—
|
|
|
$
|
19.686
|
|
|
12/05/2022
|
|
|
|
7,120
|
|
|
|
—
|
|
|
$
|
31.100
|
|
|
12/04/2023
|
|
|
|
8,210
|
|
|
|
—
|
|
|
$
|
26.967
|
|
|
12/03/2024
|
|
|
|
5,632
|
|
|
|
1,408
|
|
|
$
|
31.150
|
|
|
12/06/2025
|
|
|
|
5,955
|
(2)
|
|
|
—
|
|
|
$
|
39.000
|
|
|
12/06/2026
|
|
|
|
6,670
|
(2)
|
|
|
—
|
|
|
$
|
44.500
|
|
|
12/05/2027
|
|
|
|
1,327
|
|
|
|
5,308
|
|
|
$
|
45.97
|
|
|
12/04/2028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David H. deVilliers III
|
|
|
1,490
|
(2)
|
|
|
—
|
|
|
$
|
39.000
|
|
|
12/06/2026
|
VP of Leasing, Acquisition & Development
|
|
|
1,575
|
(2)
|
|
|
—
|
|
|
$
|
44.500
|
|
|
12/05/2027
|
|
|
|
526
|
|
|
|
2,104
|
|
|
$
|
45.97
|
|
|
12/04/2028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
All stock options vest ratably over 5 years, commencing on the first anniversary
of the grant date, and have a term of 10 years.
|
(2)
|
Stock options are fully vested as of May 21, 2018 due to acceleration upon
the closing of a sale transaction constituting a “change in control” under the Equity Incentive Plan.
|
TABLE OF CONTENTS
Deferred Compensation Plan Benefits
David H. deVilliers, Jr. is our
only named executive officer who participates in the Company’s Management Security Plan (the “Management Security
Plan”). Mr. deVilliers has met the requisite years of service requirement under the Management Security Plan and is entitled
to the following benefits upon his retirement or death:
Triggering Event
|
|
Annual Benefit
|
|
|
|
Normal Retirement at age 65 or older
|
|
$247,200 during year 1 and $123,600 in subsequent years until his death.
|
|
|
|
Death of Participant after his Retirement
|
|
Continuation of annual benefit until the 15th anniversary of his retirement (or the earlier death of his designated beneficiary).
|
|
|
|
Death of Participant prior to his Retirement
|
|
$247,200 during year 1 and $123,600 in subsequent years until the later of (i) the 15th anniversary of his death or (ii) the date that he would have turned 65 (or in either case, the earlier death of his designated beneficiary).
|
Severance and Change of Control
Agreements
On December 5, 2007, the Company entered
into a change-in-control agreement with David H. deVilliers, Jr. The agreement is a “double trigger” agreement that
will pay benefits to Mr. deVilliers, under certain circumstances, if he is terminated following a change-in-control of the Company
or a sale of a particular business unit. Mr. deVilliers’ agreement provides that if he is terminated within 24 months following
a change-in-control or a sale of his business unit other than for “cause” or if he resigns following such event for
“good reason,” the benefits under his Management Security Plan shall become fully vested and the present value of such
benefits shall be paid to him. In addition, Mr. deVilliers will become fully vested in his stock options and restricted stock.
For this purpose, cause is generally defined
as (i) conviction for commission of a felony, (ii) willful misconduct or gross negligence or material violation of policy resulting
in material harm to his employer, (iii) repeated and continued failure by the executive to carry out, in all material respects,
the employer’s reasonable and lawful directions, or (iv) fraud, embezzlement, theft or material dishonesty. Good reason is
generally defined as (i) a material reduction in compensation or benefits, (ii) a requirement that the executive relocate, or (iii)
any material diminution in the executive’s duties, responsibilities, reporting obligations, title or authority.
TABLE OF CONTENTS
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be
included in the Company’s proxy statement and form of proxy relating to the annual meeting of shareholders to be held in
2021 must be delivered in writing to the principal executive offices of the Company no later than November 30, 2020. The inclusion
of any proposal will be subject to the applicable rules of the SEC.
Except for shareholder proposals to be
included in the Company’s proxy materials, the deadline for nominations for directors submitted by a shareholder is forty
days before the next annual meeting, and for other shareholder proposals is February 1, 2021. Proposals must be sent to the Secretary
of the Company at our principal executive offices. Any notice from a shareholder nominating a person as director must include certain
additional information as specified in our Articles of Incorporation.
The Company may solicit proxies in connection
with next year’s annual meeting which confer discretionary authority to vote on any shareholder proposals of which the Company
does not receive notice by February 1, 2021.
DELIVERY OF DOCUMENTS TO SHAREHOLDER
SHARING AN ADDRESS
A number of brokers with account
holders who are FRP shareholder will be “householding” FRP’s proxy materials. A single proxy statement will be
delivered to multiple FRP shareholder sharing an address unless contrary instructions have been received from the affected shareholder.
Once you have received notice from your broker that they will be “householding” communications to your address, “householding”
will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate
in “householding” and would prefer to receive a separate proxy statement, please notify your broker, direct your written
request to FRP’s principal offices, Attention: Secretary, or contact FRP’s Secretary by telephone at (904) 858-9100
and we will promptly deliver such separate copy. FRP’s principal offices are located at 200 W. Forsyth Street, 7th Floor,
Jacksonville, FL 32202. FRP shareholders who currently receive multiple copies of the proxy materials at their address and would
like to request “householding” of their communications should contact their broker. In addition, upon written or oral
request to the address or telephone number set forth above, we will promptly deliver a separate copy of the proxy materials to
any FRP shareholder at a shared address to which a single copy of the documents was delivered.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
FRP files annual, quarterly and current
reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy any of this information
at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
(202) 942-8088 for further information regarding the public reference room. The SEC also maintains a website at www.sec.gov
that contains reports, proxy statements and other information regarding issuers, including FRP, who file electronically with the
SEC. The reports and other information filed by us with the SEC are also available at our website. The address of the site is www.frpholdings.com.
The web addresses of the SEC and FRP have been included as inactive textual references only. The information contained on those
websites is specifically not incorporated by reference into this proxy statement.
In addition, the SEC allows us to disclose
important information to you by referring you to other documents filed separately with the SEC. This information is considered
to be a part of this proxy statement, except for any information that is superseded by information included directly in this proxy
statement or incorporated by reference subsequent to the date of this proxy statement as described below.
TABLE OF CONTENTS
This proxy statement incorporates by reference
the documents listed below that we have previously filed with the SEC (other than, in each case, documents or information deemed
to have been furnished and not filed in accordance with SEC rules). They contain important information about FRP and its financial
condition.
|
●
|
Our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March
13, 2020.
|
To the extent that any information contained
in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC by FRP, such information or
exhibit is specifically not incorporated by reference.
In addition, FRP incorporates by reference
any future filings it may make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
proxy statement and before the date of the annual meeting (excluding any current reports on Form 8-K to the extent disclosure is
furnished and not filed). Those documents are considered to be a part of this proxy statement, effective as of the date they are
filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered
correct.
You can obtain any of the other documents
of FRP listed above from the SEC, through the SEC’s website at the address described above, or from us directly by requesting
them in writing or by telephone at the following addresses and telephone number:
FRP Holdings, Inc.
200 W. Forsyth Street, 7th Floor,
Jacksonville, Florida 32202
Attn: Corporate Secretary
(904) 858-9100
If you are an FRP shareholder and would
like to request documents, please do so by 5:00 p.m. Eastern Time on April 24, 2020 to receive them before the annual meeting.
These documents are available from FRP,
without charge, excluding any exhibits to them, unless the exhibit is specifically listed as an exhibit to the registration statement
of which this proxy statement forms a part. You can also find information about FRP at its website at www.frpholdings.com. Information
contained on this website is specifically not incorporated by reference into this proxy statement.
This document is a proxy statement of FRP
for the annual meeting. We have not authorized anyone to give any information or make any representation about FRP that is different
from, or in addition to, the information or representations contained in this proxy statement or in any of the materials that we
have incorporated by reference into this proxy statement. Therefore, if anyone does give you information or representations of
this sort, you should not rely on it or them. This proxy statement is dated March 29, 2019. You should not assume that the information
contained in this proxy statement is accurate as of any date other than that date, unless the information specifically indicates
that another date applies, and the mailing of this proxy statement to our shareholders does not create any implication to the contrary.
TABLE OF CONTENTS
TRANSACTION OF OTHER BUSINESS
The FRP Board knows of no other business
to be presented for FRP shareholder action at the annual meeting. However, if other matters do properly come before the annual
meeting or any adjournment or postponements thereof, the FRP Board intends that the persons named in the proxies will vote upon
such matters in accordance with their best judgement.
By Order of the Board of Directors,
John D. Milton, Jr.
Executive Vice President, Chief Financial
Officer and Secretary
Jacksonville, Florida
March 13, 2020
WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU
MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING. THANK YOU FOR YOUR ATTENTION IN THIS MATTER. YOUR PROMPT RESPONSE
WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.
ANNUAL MEETING OF STOCKHOLDERS OF
FRP HOLDINGS, INC.
May 6, 2020
NOTICE OF INTERNET AVAILABILITY
OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at http://www.frpholdings.com
Please sign, date
and mail
your proxy card in the
envelope provided as soon
as possible.
|
|
|
|
|
|
20630300000000000000 0
|
050620
|
|
|
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES UNDER PROPOSAL 1, AND “FOR”
PROPOSALS 2 AND 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK
INK AS SHOWN HERE ☒
|
|
|
|
|
|
|
|
|
|
1. Election of the six director nominees listed below for a one-year term (the “Director Election Proposal”)
(the Board recommends a vote “FOR” each nominee)
|
|
|
|
|
|
|
|
☐
|
|
NOMINEES:
|
|
|
FOR
ALL NOMINEES
|
|
John D. Baker II
|
|
|
|
Charles E. Commander III
|
|
|
☐
|
WITHHOLD AUTHORITY
FOR
ALL NOMINEES
|
|
H. W. Shad III
|
|
|
|
Martin E. Stein, Jr.
|
|
|
|
|
|
William H. Walton III
|
|
|
☐
|
FOR ALL EXCEPT
(See
instructions below)
|
|
Margaret B. Wetherbee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INSTRUCTIONS: To
withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”
and fill in the circle next to each nominee you wish to withhold, as shown here:
●
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To change the address on your account, please check the box at right and indicate your new address in
the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
|
☐
|
|
|
|
|
|
|
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
2.
|
Ratification
of the audit committee’s selection of FRP’s independent registered public
accounting firm, Hancock Askew & Co., LLP (the “Auditor Proposal”) (The
Board recommends a vote “FOR” this proposal).
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
Approval
of, on an advisory basis, the compensation of FRP’s named executive officers (the
“Compensation Proposal”) (The Board recommends a vote “FOR”
this proposal).
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
|
NOTE:
|
The proxies are authorized to vote in their discretion on such other business as may properly come before
the meeting or any adjournments thereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature of Shareholder
|
|
Date:
|
|
Signature of Shareholder
|
|
Date:
|
|
|
|
|
|
|
Note:
|
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder
should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer
is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.
|
|
|
|
FRP HOLDINGS, INC.
PROXY
SOLICITED BY BOARD OF DIRECTORS
FOR
THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR MAY 6, 2020.
The
undersigned hereby appoints John D. Baker II and John D. Milton, Jr. the attorneys, agents and proxies of the undersigned with
full power of substitution to vote all the shares of common stock of FRP Holdings, Inc. (the “Company”) which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held in the Ortega Room, on the 34th
floor of the Wells Fargo Building, One Independent Drive, Jacksonville, Florida on May 6, 2020, at 11 o’clock in the morning,
local time, and all adjournments thereof, with all the powers the undersigned would possess if then and there personally present.
Shares
represented by properly executed and returned proxies will be voted at the meeting in accordance with the undersigned’s
directions or, if no directions are indicated, will be voted for all director nominees under the Director Election Proposal, for
the Auditor Proposal and for the Compensation Proposal, and if any other matters properly come before the meeting, in accordance
with the best judgment of the persons designated as proxies.
The
undersigned hereby revokes any proxy heretofore given with respect to the shares owned by the undersigned, acknowledges receipt
of the Notice and the Proxy Statement for the meeting accompanying this proxy, each dated March 13, 2020, and authorizes and confirms
all that the appointed proxies or their substitutes, or any of them, may do by virtue hereof.
|
|
|
(Continued
and to be signed on the reverse side.)
|
Grafico Azioni FRP (NASDAQ:FRPH)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni FRP (NASDAQ:FRPH)
Storico
Da Lug 2023 a Lug 2024