FRP (FRPH) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 12, 2026, to be held virtually, with participation instructions provided to shareholders.

• Shareholders will vote on electing nine directors, approving a new equity incentive plan, and an advisory say-on-pay vote for executive compensation.

• Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Record date for voting is March 16, 2026, with 19,171,625 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Proposals include: election of nine directors for a one-year term, approval of the 2026 Equity Incentive Plan, and advisory approval of executive compensation.

• Director elections determined by plurality; other proposals require a majority of votes cast.

• Shareholders may submit proposals for the 2027 meeting by November 30, 2026; director nominations require advance notice.

Board of directors and corporate governance

• Board consists of nine members, including two women, one African American, and one military veteran.

• Five directors are independent per NASDAQ standards; all committee members are independent.

• Board committees: Audit, Compensation, Governance, and Executive, each with defined roles.

• Annual board and committee self-assessments are conducted.

• Board leadership includes a non-independent chairman and a lead independent director.