false000074530800007453082024-05-142024-05-14

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of report (Date of earliest event reported) May 14, 2024

The St. Joe Company

(Exact Name of Registrant as Specified in its Charter)

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Florida

   

1-10466

    

59-0432511

(State or Other Jurisdiction
of Incorporation)

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(Commission File Number)

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(IRS Employer
Identification No.)

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130 Richard Jackson Blvd, Suite 200
Panama City Beach, Florida

32407

(Address of Principal Executive Offices)

(Zip Code)

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(850) 231-6400

(Registrant’s telephone number, including area code)

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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:

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☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class

Trading symbol(s)

Name of Each Exchange on Which Registered

Common Stock

JOE

NYSE

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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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. ☐

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Item 5.07                        Submission of Matters to Vote of Security Holders.

On May 14, 2024, The St. Joe Company (the “Company”) held its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s shareholders voted on (i) the election of five director nominees (Proposal 1), (ii) the ratification of the appointment of GRANT THORNTON LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year (Proposal 2), and (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3). The results of the votes are set forth below.

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Proposal 1

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The shareholders voted in favor of the election of the following director nominees for a term of office expiring at the 2025 Annual Meeting of Shareholders and, in each case, until his successor is duly elected and qualified.

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Director Nominee

For

Against

Abstain

Broker Non-Vote

Cesar L. Alvarez

43,870,888

2,594,160

25,255

6,513,466

Bruce R. Berkowitz

45,739,889

741,160

9,254

6,513.466

Howard S. Frank

27,381,667

19,082,229

26,407

6,513,466

Jorge L. Gonzalez

45,999,754

478,007

12,542

6,513,466

Thomas P. Murphy, Jr.

43,859,260

2,604,811

26,232

6,513,466

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Proposal 2

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The shareholders voted in favor of ratification of the appointment of GRANT THORNTON LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year.

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For

Against

Abstain

52,916,238

42,279

45,252

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Proposal 3

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The shareholders voted in favor of approving, on an advisory basis, the compensation of the Company’s named executive officers.

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For

Against

Abstain

Broker Non-Vote

45,712,560

723,887

53,856

6,513,466

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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.

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THE ST. JOE COMPANY

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By:

/s/ Marek Bakun

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Marek Bakun

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Executive Vice President & Chief Financial Officer

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Date: May 17, 2024

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v3.24.1.1.u2
Document and Entity Information
May 14, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date May 14, 2024
Entity Registrant Name The St. Joe Company
Entity Incorporation, State or Country Code FL
Entity File Number 1-10466
Entity Tax Identification Number 59-0432511
Entity Address, Address Line One 130 Richard Jackson Blvd
Entity Address, Adress Line Two Suite 200
Entity Address, City or Town Panama City Beach
Entity Address State Or Province FL
Entity Address, Postal Zip Code 32407
City Area Code 850
Local Phone Number 231-6400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol JOE
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000745308
Amendment Flag false
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