FRP Holdings, Inc. (FRPH)
NASDAQ: FRPH · Real-Time Price · USD
20.99
-0.65 (-3.00%)
Apr 29, 2026, 2:33 PM EDT - Market open
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AGM 2024

May 8, 2024

John Baker
Executive Chairman and CEO, FRP Holdings Inc

Good morning. My name is John Baker, Executive Chairman and Chief Executive Officer of FRP Holdings, Inc. It's my pleasure to welcome all of you who have joined our annual meeting virtually today. I will be acting as chairman of the meeting, and I now call the meeting to order. Before proceeding to the business of the meeting, I would like to make certain introductions of individuals who are joining us, either personally or virtually today. Our board of directors are myself, David H. de Villiers, Jr., Matthew S. McAfee, Martin E. Stein, Jr., John S. Surface, Nicole B. Thomas, William H. Walton III, and Margaret B. Wetherbee. Our officers are David H. de Villiers, Jr., President and Chief Operating Officer, David H. de Villiers III, Executive Vice President, John D. Milton, Jr., Executive Vice President, Secretary, and General Counsel, John D. Baker III, Chief Financial Officer and Treasurer, and John D. Klopfenstein, Controller and Chief Accounting Officer. And finally, let me also introduce Allen Akins and Kate Haslam with our independent auditor, Hancock Askew & Co. Mr. John Milton will be acting as secretary of the meeting today. Mr. Milton will now report on the mailing of the notice of this meeting and the presence of a quorum.

John D. Milton Jr.
EVP and acting Secretary, FRP Holdings Inc

This meeting is held pursuant to a printed notice that was mailed on or about April 8th, 2024, to each shareholder of record as of the record date, which was March 18th, 2024. On April 25th, 2024, the company filed a Form 8-K announcing that this meeting was to be held in virtual format only by remote communication. The same Form 8-K for filing provided instructions on how to access the meeting and provided the rules for conduct for this meeting. A count of shares present immediately prior to the commencement of the meeting indicates that 7,855,090 shares of the company's common stock were present or represented by proxy. This is 82.68% of the outstanding shares of common stock outstanding on the record date.

John Baker
Executive Chairman and CEO, FRP Holdings Inc

Thank you, John. I hereby declare a quorum to be present. Since a quorum is present, we will now proceed with the items of business. After the conclusion of the meeting, we will open the floor for any remaining questions, which may be asked by using the raise hand function on the Zoom platform. While this meeting is virtually only, the company has designed the online format of this meeting to ensure, to the extent practicable, that shareholders are afforded the same rights and opportunities to participate as you would at an in-person meeting. The first proposal is to elect eight directors to serve until the next annual meeting of shareholders. The nominees to serve as directors are John D. Baker II, David H. de Villiers, Jr., Matthew S. McAfee, Martin E. Stein, John S. Surface, Nicole B. Thomas, William H. Walton III, and Margaret B. Wetherbee.

Speaker 3

Mr. Chairman, I move that the proposed slate of directors be elected.

John D. Milton Jr.
EVP and acting Secretary, FRP Holdings Inc

I second the motion.

The second proposal is to ratify the audit committee's selection of Hancock Askew & Co., LLP as the company's independent auditor for fiscal year 2024.

Speaker 3

Mr. Chairman, I move that the audit committee's selection of Hancock Askew as the company's independent auditor for fiscal year 2024 be ratified.

I second the motion.

John Baker
Executive Chairman and CEO, FRP Holdings Inc

The third proposal is to hold an advisory vote on executive compensation. Under the Say-on-Pay legislation enacted by Congress, our proxy statement includes a separate, non-binding resolution to approve executive compensation.

Speaker 3

Mr. Chairman, I move to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the company's Proxy Statement.

I second the motion.

John Baker
Executive Chairman and CEO, FRP Holdings Inc

There being no further proposals to come before the meeting, let's proceed with the voting on these proposals. If there is any shareholder who wishes to voice vote, please raise your hand by using the raise hand function on the Zoom platform. For your information, John Milton and I are the proxies named in the proxy card. In our capacity as proxies, we will cast our vote in accordance with the written instructions received from the respective shareholders. I would like to announce the results of the vote. All of the nominees have been elected to serve as directors until the next annual meeting of shareholders. The audit committee's selection of Hancock Askew as the company's independent auditor has been ratified, and compensation of the named executive officers, as disclosed in the proxy statement, has been approved on an advisory basis.

There being no further business to come before this meeting, I declare the meeting adjourned. I will now open the floor for remaining questions, which may be asked by using the raise hand function on the Zoom platform. There are no questions, so thank you very much for joining us today. We appreciate your interest in the company, and we look forward to seeing you again next year. Thank you.

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