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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 25, 2017
 
 
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
32461
(Address of Principal Executive Offices)
(Zip Code)

(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:
 
☐
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)
 
☐
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))
 
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 a Vote of Security Holders.

          On May 25, 2017, The St. Joe Company (the “Company”) held its 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”). At the 2017 Annual Meeting, the Company’s shareholders voted on (i) the election of eight director nominees (Proposal 1), (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2017 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 advisory votes on the compensation for the Company’s 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 2018 Annual Meeting of Shareholders and, in each case, until his successor is duly elected and qualified.

Director Nominee For Against Abstain Broker

Non-Vote

Cesar L. Alvarez

49,905,046

 13,227,392 84,192 5,890,991

Bruce R. Berkowitz

 61,427,561 1,709,539 79,530 5,890,991

Howard S. Frank

 48,997,736 14,139,475 79,419 5,890,991

Jorge L. Gonzalez

 62,904,802     232,385 79,443 5,890,991

James S. Hunt

 62,540,965     595,200 80,465 5,890,991

Stanley Martin

 62,515,497     620,640 80,493 5,890,991

Thomas P. Murphy, Jr.

 62,133,392 1,001,481 81,757 5,890,991

Vito S. Portera

 62,381,991     751,270 83,369 5,890,991

 

Proposal 2

The shareholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year.

For Against Abstain
68,262,467 757,465 87,689

Proposal 3

          The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

For Against Abstain Broker Non-Vote
62,679,942 415,497 121,191 5,890,991

Proposal 4

          The shareholders voted in favor of a frequency of every one (1) year for a shareholder vote on the compensation of the Company’s named executive officers.

1 Year 2 Years 3 Years Abstain
62,689,203 71,555 304,794 151,078

Based upon the results of the advisory proposal on the frequency of future votes on executive compensation set forth in Proposal 4 above, and consistent with the shareholders’ recommendation, the Company’s Board of Directors has determined that future advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required vote on the frequency of such votes.

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/ Marek Bakun

Marek Bakun

Chief Financial Officer

 

Date: May 30, 2017