The St. Joe Company (Form: 8-K)  

 

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):   June 30, 2015

The St. Joe Company
__________________________________________
(Exact name of registrant as specified in its charter)

     
Florida 1-10466 59-0432511
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
133 South WaterSound Parkway, WaterSound, Florida   32413
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   850-231-6400

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))

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 Item 2.01 Results of Operations and Financial Condition.

On June 30, 2015, The St. Joe Company (the “Company”) issued a press release announcing its preliminary unaudited financial results for the quarter ended June 30, 2015. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 30, 2015, the Company held its 2015 Annual Meeting of Shareholders (the “2015 Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved The St. Joe Company 2015 Performance and Equity Incentive Plan (the “2015 Incentive Plan”). A description of the terms and conditions of the 2015 Incentive Plan is set forth in Proposal 4 of the Company’s Definitive Proxy Statement for its 2015 Annual Meeting filed with the Securities and Exchange Commission on May 19, 2015, which description is hereby incorporated by reference into this Item 5.02(e).

Item 5.07 Submission of Matters to Vote of Security Holders.

At the 2015 Annual Meeting, the Company’s shareholders voted on (i) the election of seven director nominees (Proposal 1), (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2015 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 of The St. Joe Company 2015 Performance and Equity Incentive Plan (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 2016 Annual Meeting of Shareholders and, in each case, until his or her successor is duly elected and qualified.

                                 
Director Nominee   For   Against   Abstain   Broker Non-Vote
Cesar L. Alvarez
     61,099,332       19,418,615       375,948       7,219,313  
Bruce R. Berkowitz
     68,645,175       11,879,064       369,656       7,219,313  
Howard S. Frank
     68,481,214       12,051,345       361,336       7,219,313  
Jeffrey C. Keil
     68,617,904       11,903,698       372,293       7,219,313  
Stanley Martin
     68,630,349       11,891,152       372,394       7,219,313  
Thomas P. Murphy, Jr.
     68,630,083       11,891,526       372,286       7,219,313  
Vito S. Portera
     68,648,363       11,871,381       374,151       7,219,313  

Proposal 2

The shareholders voted in favor of ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year.

                 
For   Against   Abstain
78,799,649
    8,922,663       390,896  

Proposal 3

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

                         
For   Against   Abstain   Broker Non-Vote
70,995,194
    9,488,160       410,541       7,219,313  

Proposal 4

The shareholders voted in favor of approving The St. Joe Company 2015 Performance and Equity Incentive Plan.

                         
For   Against   Abstain   Broker Non-Vote
70,924,552
    9,562,471       406,872       7,219,313  

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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.

         
    The St. Joe Company
          
July 7, 2015   By:   Marek Bakun
       
        Name: Marek Bakun
        Title: Chief Financial Officer

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release by The St. Joe Company issued on June 30, 2015 announcing its preliminary unaudited financial results for the quarter ended June 30, 2015.