UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) May 17, 2011
The St. Joe Company
(Exact Name of Registrant as Specified in its Charter)
| Florida | 1-10466 | 59-0432511 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 133 South WaterSound Parkway WaterSound, Florida |
32413 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(850) 588-2300
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 17, 2011, The St. Joe Company (the “Company”) held its 2011 Annual Meeting of
Shareholders. At the 2011 Annual Meeting of Shareholders, the shareholders voted on (i) the
election of eight director nominees (Proposal 1), (ii) the approval, on an advisory (non-binding)
basis, of the Company’s executive compensation programs and policies as described in the Company’s
2011 Proxy Statement (Proposal 2), (iii) the approval, on an advisory (non-binding) basis, of the
frequency of future votes on executive compensation (Proposal 3), and (iv) the ratification of the
appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2011
fiscal year (Proposal 4). The results of the votes are set forth below.
Proposal 1
The shareholders voted in favor of the election of the following director nominees for a term
of office expiring at the next Annual Meeting of Shareholders and, in each case, until his or her
successor is duly elected and qualified.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||
Bruce R. Berkowitz |
74,886,459 | 188,779 | 41,940 | 11,158,060 | ||||||||||||
Charles J. Crist, Jr. |
74,768,309 | 303,111 | 45,758 | 11,158,060 | ||||||||||||
Hugh M. Durden |
74,609,611 | 458,633 | 48,934 | 11,158,060 | ||||||||||||
Thomas A. Fanning |
74,201,928 | 867,858 | 47,392 | 11,158,060 | ||||||||||||
Charles M. Fernandez |
74,863,847 | 205,524 | 47,807 | 11,158,060 | ||||||||||||
Howard S. Frank |
74,853,951 | 217,117 | 46,110 | 11,158,060 | ||||||||||||
Delores M. Kesler |
74,562,360 | 504,181 | 50,637 | 11,158,060 | ||||||||||||
Thomas P. Murphy, Jr. |
74,841,113 | 228,966 | 47,099 | 11,158,060 | ||||||||||||
Proposal 2
The shareholders voted in favor of approving, on an advisory (non-binding) basis, the
Company’s executive compensation programs and policies as described in the Company’s 2011 Proxy
Statement.
| For | Against | Abstain | Broker Non-Vote | |||||||||
24,755,105 |
16,954,785 | 7,101,964 | 37,442,331 | |||||||||
Proposal 3
The shareholders voted in favor of approving, on an advisory (non-binding) basis, a frequency
of every year for a shareholder vote on executive compensation.
| One Year | Two Years | Three Years | Abstain | Broker Non-Vote | ||||||||||||
60,207,240 |
160,455 | 11,751,420 | 2,998,063 | 11,158,060 | ||||||||||||
Proposal 4
The shareholders voted in favor of ratification of the appointment of KPMG LLP as the
Company’s independent registered public accounting firm for the 2011 fiscal year.
| For | Against | Abstain | ||||||
85,965,663 |
232,585 | 76,990 | ||||||
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.
THE ST. JOE COMPANY |
||||
| By: | /s/ Janna L. Connolly | |||
| Janna L. Connolly | ||||
| Senior Vice President and Chief Financial Officer |
||||
Date: May 23, 2011