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Shareholders back FRP Holdings (NASDAQ: FRPH) directors, pay and incentive plan

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FRP Holdings, Inc. reported the results of its 2026 Annual Meeting of Shareholders. A total of 19,171,625 shares were entitled to vote, and 13,067,984 shares were represented in person or by proxy, establishing a quorum.

Shareholders elected nine director nominees, each receiving over 12.5 million votes for and no broker non-votes. They also approved the 2026 FRP Holdings, Inc. Equity Incentive Plan with 10,122,237 votes for, 2,614,214 against, and 331,533 abstentions.

On an advisory basis, shareholders approved the compensation of the company’s named executive officers, with 12,758,112 votes for, 294,780 against, and 15,092 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 19,171,625 shares Common stock entitled to vote at 2026 Annual Meeting
Shares represented 13,067,984 shares Shares present in person or by proxy at meeting
Equity Plan approval for votes 10,122,237 votes Votes for 2026 Equity Incentive Plan
Equity Plan against votes 2,614,214 votes Votes against 2026 Equity Incentive Plan
Say-on-pay for votes 12,758,112 votes Advisory approval of named executive officer compensation
Highest director support 12,885,560 votes Votes for John D. Baker III as director
Annual Meeting of Shareholders financial
"held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”)."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Equity Incentive Plan financial
"The shareholders voted to approve the 2026 FRP Holdings, Inc. Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
broker non-votes financial
"Votes For | Votes Against | Votes Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers"
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Understanding 8-K Material Events →
FALSE000084405900008440592026-05-132026-05-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 13, 2026
FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
001-36769
(Commission File Number)
47-2449198
(IRS Employer Identification No.)
200 W. FORSYTH STREET, 7TH FLOOR
JACKSONVILLE, FL
(Address of principal executive offices)
32202
(Zip Code)
(904) 858-9100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FRPH
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 5.07 Submission of Matters to a Vote of Securities Holders.

On May 12, 2026, FRP Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). There were 19,171,625 shares of Company common stock entitled to be voted. Of this amount, 13,067,984 shares were represented in person or by proxy at the meeting. Voting results for each matter submitted to a vote at the 2026 Annual Meeting are set forth below:

1.The shareholders voted to elect each of the nine (9) director nominees to serve one-year terms:

Director Nominee
Votes For
Votes Withheld
Broker Non-Votes
John D. Baker II
12,858,414
209,570
0
John D. Baker III
12,885,560
182,424
0
David H. deVilliers, Jr.
12,862,059
205,925
0
Matthew S. McAfee.
12,553,677
514,307
0
Martin E. Stein, Jr.
12,868,652
199,332
0
John S. Surface
12,858,898
209,086
0
Nicole B. Thomas
12,852,902
215,082
0
William H. Walton III
12,852,149
215,835
0
Margaret B. Wetherbee
12,698,951
369,033
0

2.The shareholders voted to approve the 2026 FRP Holdings, Inc. Equity Incentive Plan:

Votes For
Votes Against
Votes Abstain
Broker Non-Votes
10,122,237
2,614,214
331,533
0

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

Votes For
Votes Against
Votes Abstain
Broker Non-Votes
12,758,112
294,780
15,092
0




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FRP HOLDINGS, INC.
Registrant
Date:  May 13, 2026
By:
/s/Matthew C. McNulty
Matthew C. McNulty
Chief Financial Officer & Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What did FRP Holdings (FRPH) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing nine directors, approving the 2026 Equity Incentive Plan, and approving named executive officer compensation on an advisory basis. All three matters received sufficient support to pass at the meeting.

How many FRP Holdings (FRPH) shares were represented at the 2026 Annual Meeting?

At the 2026 Annual Meeting, 13,067,984 shares of FRP Holdings common stock were represented in person or by proxy. This was out of 19,171,625 shares entitled to vote, establishing a valid quorum for conducting business.

Were all FRP Holdings (FRPH) director nominees elected in 2026?

Yes, all nine FRP Holdings director nominees were elected to one-year terms. Each nominee, including John D. Baker II and Margaret B. Wetherbee, received over 12.5 million votes for and no broker non-votes were recorded.

Did FRP Holdings (FRPH) shareholders approve the 2026 Equity Incentive Plan?

Yes, shareholders approved the 2026 FRP Holdings, Inc. Equity Incentive Plan. The proposal received 10,122,237 votes for, 2,614,214 votes against, and 331,533 abstentions, with no broker non-votes reported on this item.

How did FRP Holdings (FRPH) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of FRP Holdings’ named executive officers on an advisory basis. The say-on-pay resolution received 12,758,112 votes for, 294,780 votes against, and 15,092 abstentions, indicating broad support for the compensation program.

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