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) December 14, 2020
PATRIOT TRANSPORTATION HOLDING, INC.
(Exact name of registrant as specified in its charter)
|
FLORIDA (State or other jurisdiction of incorporation) |
001-36605 (Commission File Number) |
47-2482414 (IRS Employer Identification No.) |
|
200 W. FORSYTH STREET, 7TH FLOOR JACKSONVILLE, FLORIDA (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 | PATI | 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 ☐
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 14, 2020, the Board of Directors of Patriot Transportation Holding, Inc. the (“Company”) amended Article II, Sections 1 and 4 of the Bylaws of the Company to allow for shareholder meetings to be held remotely, effective December 14, 2020. The First Amendment to the Bylaws of the Company is attached hereto as Exhibit 3(i).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3(i) First Amendment to Bylaws of Patriot Transportation Holding, Inc.
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.
PATRIOT TRANSPORTATION HOLDING, INC.
Registrant
Date: December 14, 2020 By: /s/ Matthew C. McNulty
Matthew C. McNulty
Chief Financial Officer
FIRST AMENDMENT TO THE BYLAWS
OF
PATRIOT TRANSPORTATION HOLDING, INC.
In accordance with resolutions adopted by the Board of Directors of Patriot Transportation Holding, Inc., a Florida corporation (the “Corporation”), the Bylaws of the Corporation (the “Bylaws”), are hereby amended as set forth in this First Amendment to the Bylaws, effective December 14, 2020.
AMENDMENT
1. Article II, Section 3 of the Bylaws is deleted in its entirety and replaced with the following:
“Section 3. Place of Meeting. The Board of Directors may designate any place, within or without the State of Florida, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Florida. The Board of Directors may, in its sole discretion, determine that an annual or special meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Sections 607.0701, 607.0702 and 607.0709 of the Florida Business Corporation Act.”
2. Article II, Section 4 of the Bylaws is deleted in its entirety and replaced with the following:
“Section 4. Notice of Meeting. Written notice, stating the place, day and hour of the meeting, the means of remote communication, if any, and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail (or by other means permitted under the Florida Business Corporation Act and other law and listing standards applicable to the Corporation), by or at the direction of the President, or the Secretary; or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid; provided, however, when stockholders who hold four-fifths of the voting stock having the right and entitled to vote at any meeting shall be present at such meeting, however called or notified, and shall sign a written consent thereto on the record of the meeting, the acts of such meeting shall be as valid as if called in the manner hereinabove required or otherwise required by law.”
| 3. | Except as amended hereby, all terms and provisions of the Bylaws shall remain in full force and effect. |
CERTIFICATION OF BYLAWS
The foregoing First Amendment to the Bylaws of Patriot Transportation Holding, Inc., together with the Bylaws of Patriot Transportation Holding, Inc., are the Bylaws of the Corporation, and are certified to have been adopted by the Board of Directors of the Corporation effective as of the date first set forth above.
/s/ Matthew C. McNulty
Matthew C. McNulty , Secretary