FRP Holdings, Inc. (FRPH) Earnings Call Transcript & Summary
May 8, 2024
Earnings Call Speaker Segments
John Baker
executiveGood morning. My name me is John Baker, Executive Chairman and Chief Executive Officer of FRP Holdings, Inc, and 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. deVilliers, Jr., Matthew S. McAfee, Martin E. Stein, John S. Surface, Nicole B. Thomas, William H. Walton III; and Margaret B. Wetherbee. Our offices are David H. deVilliers, Jr., President and Chief Operating Officer; David H. deVilliers 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 introduced Allen Akins and Kate Haslam with our independent auditor, Hancock Askew and& Company. 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 Milton
executiveThis meeting is now pursuant to a printed notice that was mailed on or about April 8, 2024, to each shareholder of record as of the record date, which was March 18, 2024. On April 25, 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 were filed in, provided instructions on how to access and provide the rules for conduct for this meeting. A count of shares present immediately prior to the commencement of the meeting indicates 7,855,090 shares of the company's common stock were present or represented proxy. This is 82.68% of the outstanding shares of common stock outstanding on the record date.
John Baker
executiveThank 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 8 directors to serve until the next annual meeting of shareholders. The nominees to serve as directors are John D. Baker II; David H. deVilliers, Jr., Matthew S. McAfee, Martin E. Stein, John S. Surface, Nicole Thomas, William H. Walton III; and Margaret B. Wetherbee.
Unknown Attendee
attendeeMr. Chairman, I move that the proposed slate of directors be elected.
John Milton
executiveI second the motion.
John Baker
executiveThe second proposal is to ratify the Audit Committee's selection of Hancock Askew and Company LLP as the company's independent auditor for fiscal year 2024.
Unknown Attendee
attendeeMr. Chairman, I move that the Audit Committee's selection of Hancock Askew as the company's independent auditor for fiscal year 2024 be ratified.
John Milton
executiveI second the motion.
John Baker
executiveThe 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 nonbinding resolution to approve executive compensation.
Unknown Attendee
attendeeMr. Chairman, I move to approve on an advisory basis, the compensation of the named executive officers as disclosed in the company's proxy statement.
John Milton
executiveI second the motion.
John Baker
executiveThere 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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