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

The St. Joe Company

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)

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.

Date: May 23, 2011