St. Joe Company filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On May 13, 2025, The St. Joe Company (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s shareholders approved The St. Joe Company 2025 Performance and Equity Incentive Plan (the “2025 Incentive Plan”). A description of the terms and conditions of the 2025 Incentive Plan is set forth in Proposal 4 of the Company’s Definitive Proxy Statement for its 2025 Annual Meeting filed with the Securities and Exchange Commission on April 1, 2025, 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 2025 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 2025 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 2025 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 2026 Annual Meeting of Shareholders and, in each case, until his/her successor is duly elected and qualified.
Director Nominee | For | Against | Abstain | Broker Non-Vote |
Cesar L. Alvarez | 44,776,560 | 1,588,806 | 65,480 | 6,002,518 |
Howard S. Frank | 44,699,741 | 1,677,433 | 53,672 | 6,002,518 |
Rhea Goff | 43,637,795 | 2,741,070 | 51,981 | 6,002,518 |
Jorge L. Gonzalez | 45,792,210 | 584,769 | 53,867 | 6,002,518 |
Thomas P. Murphy, Jr. | 45,030,612 | 1,346,622 | 53,612 | 6,002,518 |
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 2025 fiscal year.
For | Against | Abstain |
52,358,716 | 24,359 | 50,289 |
Proposal 3
The shareholders voted in favor of approving, on an advisory basis, the compensation of the Company’s named executive officers.
For | Against | Abstain | Broker Non-Vote |
45,259,159 | 1,121,392 | 50,295 | 6,002,518 |
Proposal 4
The shareholders voted in favor of approving the 2025 Incentive Plan.
For | Against | Abstain | Broker Non-Vote |
45,865,542 | 527,543 | 37,761 | 6,002,518 |
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 | ||
Executive Vice President and Chief Financial Officer | ||
Date: May 14, 2025