Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )



Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

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  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under § 240.14a-12

The St. Joe Company

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 20, 2019









Meeting Information


Meeting Type: Annual Meeting


For holders as of: March 26, 2019


Date: May 20, 2019            Time: 9:00 AM CDT


Location: WaterColor Inn

     34 Goldenrod Circle

     Santa Rosa Beach, FL 32459









133 South Watersound Parkway

Watersound, FL 32461

ATTN: Elizabeth J. Walters


You are receiving this communication because you hold shares in the above named company.



This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).



We encourage you to access and review all of the important information contained in the proxy materials before voting.




See the reverse side of this notice to obtain   proxy materials and voting instructions.





  Before You Vote  

How to Access the Proxy Materials



Proxy Materials Available to VIEW or RECEIVE:



1. Notice & Proxy Statement         2. Annual Report


How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:



2) BY TELEPHONE:   1-800-579-1639

3) BY E-MAIL*:  


*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 06, 2019 to facilitate timely delivery.




  How To Vote  

Please Choose One of the Following Voting Methods



Vote In Person: Many Shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.




  Voting items        



The Board of Directors recommends

you vote FOR the following:


1.  Election of Directors - Nominees

    for a one-year term of office

    expiring at the 2020 Annual Meeting

    or when his or her successor is

    elected and qualified:


1a.  Cesar L. Alvarez


1b.  Bruce R. Berkowitz


1c.  Howard S. Frank


1d.  Jorge L. Gonzalez


1e.  James S. Hunt


1f.   Thomas P. Murphy, Jr.



The Board of Directors recommends you

vote FOR proposals 2 and 3.


2.  Ratification of the appointment of Grant Thornton LLP as our independent

    registered public accounting firm for

    the 2019 fiscal year.


3.  Approval, on an advisory basis, of the compensation of our named executive officers.


NOTE: Such other business as may properly come before the meeting or any adjournment thereof.