UNITED STATES
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
Date of report (Date of earliest event reported) May 18, 2023
(Exact Name of Registrant as Specified in its Charter)
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(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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(Address of Principal Executive Offices)
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(Zip Code)
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(850 ) 231-6400
(Registrant’s telephone number, including area code)
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)
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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))
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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
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Trading symbol(s)
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Name of Each Exchange on Which Registered
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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 ☐
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. ☐
Item 5.07 Submission of Matters to Vote of Security Holders.
On May 16, 2023, The St. Joe Company (the “Company”) held its 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). At
the 2023 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 2023 fiscal year (Proposal 2), (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3) and (iv) the approval, on an advisory basis, of the frequency of future votes on
compensation for our named executive officers (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 2024
Annual Meeting of Shareholders and, in each case, until his successor is duly elected and qualified.
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Director Nominee
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For
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Against
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Abstain
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Broker Non-Vote
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Cesar L. Alvarez
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45,455,681
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2,173,284
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32,378
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5,786,032
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Bruce R. Berkowitz
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47,055,216
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578,840
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27,287
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5,786,032
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Howard S. Frank
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28,996,082
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18,632,978
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32,283
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5,786,032
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Jorge L. Gonzalez
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47,249,788
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379,118
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32,437
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5,786,032
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Thomas P. Murphy, Jr.
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45,436,507
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2,190,827
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34,009
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5,786,032
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Proposal 2
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 2023 fiscal year.
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For
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Against
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Abstain
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53,393,858
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23,399
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30,118
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Proposal 3
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
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Against
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Abstain
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Broker Non-Vote
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47,001,922
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623,094
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36,327
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5,786,032
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Proposal 4
The shareholders voted in favor of approving, on an advisory basis, a one (1) year frequency on future advisory votes on the
compensation of the Company’s named executive officers.
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1 Year
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2 Years
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3 Years
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Abstain
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46,020,954
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220,001
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1,389,916
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30,472
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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:
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/s/ Marek Bakun
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Marek Bakun
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Executive Vice President and Chief Financial Officer
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Date: May 18, 2023
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