FRP (FRPH) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 12, 2025, to elect nine directors, ratify the independent auditor, and approve executive compensation on an advisory basis.

• Shareholders of record as of March 17, 2025, are entitled to vote, with 19,087,334 shares outstanding.

• The board recommends voting FOR all proposals and nominees.

Voting matters and shareholder proposals

• Proposals include electing nine directors for a one-year term, ratifying Hancock Askew & Co. as auditor, and approving executive compensation (say-on-pay).

• Director elections are by plurality; auditor and compensation proposals require a majority of votes cast.

• Shareholder proposals for the 2026 meeting must be submitted by November 30, 2025.

Board of directors and corporate governance

• The board consists of nine members, including two women and one African American; five are independent.

• Board committees: Audit, Compensation, and Governance, all chaired by independent directors.

• Annual board and committee self-assessments are conducted.

• Board diversity is valued, with a range of backgrounds and expertise.

• No poison pill rights plan is in place.