FRP (FRPH) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 12, 2026, to elect nine directors, approve a new equity incentive plan, and hold an advisory vote on executive compensation.

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

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

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors for a one-year term, approving the 2026 Equity Incentive Plan, and an advisory say-on-pay vote.

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

• Abstentions and broker non-votes have no effect on proposal outcomes but count toward quorum.

• Shareholder proposals for the 2027 meeting must be submitted by November 30, 2026.

Board of directors and corporate governance

• The 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.

• The board has Audit, Compensation, Governance, and Executive Committees, each with defined roles.

• Annual board and committee self-assessments are conducted.

• Shareholders may communicate directly with committee chairs or independent directors.