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)
February 1, 2021
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)
[X] 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 8.01 Other Events.
Due to
public health concerns relating to the coronavirus (COVID-19) pandemic, the Company’s 2021 Annual Meeting of Shareholders
to be held on February 3, 2021 at 11:00 A.M., E.S.T. (“the 2021 Annual Meeting”) will be held solely by means of remote
communication, in a “virtual only” format. Shareholders can access the 2021 Annual Meeting by either: (i) going to
www.patriottrans.com, clicking the Investor Relations tab, and then clicking the link titled “2021 Annual Shareholders Meeting”;
(ii) directly clicking the following link https://zoom.us/j/93026132173?pwd=WmlrZDlKUTQ1ekF0dmlDaTVtL2U2UT09; or (iii) dialing
in to +1 929 205 6099, meeting ID 930 2613 2173, passcode PATI. The 2021 Annual Meeting will be conducted in accordance with the
Rules of Conduct attached hereto as Exhibit 4.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
4.1 Rules for Conduct for
the 2021 Annual Meeting 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:
February 1, 2021 By: /s/ Matthew C. McNulty
Matthew
C. McNulty
Chief Financial Officer
200 W. Forsyth Street, 7th Floor
Jacksonville, FL 32202
Patriot Transportation Holding, Inc.
2021 Annual Meeting of Shareholders
RULES FOR CONDUCT
Welcome to the 2021 Annual Meeting of Shareholders
of Patriot Transportation Holding, Inc. (the “2021 Meeting”). To ensure a fair and orderly meeting, participants are
required to honor the following Rules for Conduct:
|
|
1)
|
The only business to be conducted at the 2021 Meeting are the matters
set forth in the Notice of Annual Meeting of Shareholders to be Held on February 3, 2021 and Proxy Statement dated December 14,
2020. The Agenda indicates the order in which matters will be presented at the 2021 Meeting.
|
|
|
2)
|
Only shareholders of record as of the close of business on December
14, 2020, or those who hold a legal proxy for the 2021 Meeting, may vote at the 2021 Meeting. Shareholders or holders of valid
proxies who plan to vote at the meeting should submit proof of ownership and/or documentation of the proxy prior to commencement
of the meeting to the following email address: dwatson@patriottrans.com.
|
|
|
3)
|
Questions and comments are welcome from all shareholders. However,
conducting the business set out in the Agenda for the benefit of all shareholders will be paramount. The Company does not intend
to address any questions that are out of order or not otherwise suitable for the conduct of the 2021 Meeting as determined by the
Chairman of the Board or Secretary in their reasonable judgment.
|
|
|
4)
|
Questions or comments may be submitted prior to commencement of the
meeting to the following email address: dwatson@patriottrans.com.
|
|
|
5)
|
To allow the Company to answer questions from as many shareholders
as possible, each shareholder will be limited to three questions. Please keep questions succinct and covering only one topic per
question. Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized and answered
together.
|
|
|
6)
|
Questions pertinent to matters in the Agenda that are not answered
during the 2021 Meeting will be addressed as soon as practical after the 2021 Meeting either by, depending upon the subject matter
and relevance, direct response or posted online at the Company’s website. Responses posted online will be available for ten
business days.
|
|
|
7)
|
Questions or comments unrelated to the 2021 Meeting or of individual
concerns rather than of concern to shareholders should be addressed separately from the annual meeting.
|
|
|
8)
|
In the event of disorder, technical malfunction, or other significant
problem that disrupts the meeting, the Chairman may adjourn, recess, or expedite the 2021 Meeting or take such other action that
the Chairman determines is appropriate in light of the circumstances.
|
|
|
9)
|
Recording of the 2021 Meeting is prohibited.
|
We appreciate your participation.
Your fellow shareholders will appreciate your courtesy in observing these procedures. The Company encourages shareholders to
submit proxies in advance of the Annual Meeting by following the instructions provided in the Notice of Annual Meeting of Shareholders
filed with the Securities Exchange Commission on December 21, 2020.
Patriot Transportation Holding, Inc.
2021 Annual Meeting of Shareholders
AGENDA
|
|
1)
|
Call to order – Thompson S. Baker II
|
|
|
2)
|
Report on the mailing of the notice of the meeting and the presence of a quorum – Matthew
C. McNulty
|
|
|
3)
|
Matters of business for shareholder consideration – Thompson S. Baker II
|
|
|
·
|
Director election proposal
|
|
|
4)
|
Closing of the online voting polls – Thompson S. Baker II
|
|
|
5)
|
President’s report – Robert E. Sandlin
|
|
|
6)
|
Q&A – Thompson S. Baker II
|
|
|
7)
|
Announcing of the results of the vote – Thompson S. Baker II
|
|
|
8)
|
Adjourning of the meeting – Thompson S. Baker II
|
|
|
9)
|
Additional Q&A – Thompson S. Baker II
|
|
|
10)
|
Closing of the meeting – Thompson S. Baker II
|