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 16, 2013

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))


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 16, 2013, The St. Joe Company (the “Company”) held its 2013 Annual Meeting of Shareholders. At the 2013 Annual Meeting of Shareholders, the 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 2013 fiscal year (Proposal 2) and (iii) the approval, on an advisory (non-binding) basis, of the Company’s executive compensation programs and policies as described in the Company’s 2013 Proxy Statement (Proposal 3). 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
Cesar L. Alvarez
  76,820,122   1,016,052   41,514   9,175,448
Bruce R. Berkowitz
  77,712,652   131,478   33,558   9,175,448
Park Brady
  77,707,488   135,556   34,644   9,175,448
Howard S. Frank
  77,006,211   837,985   33,492   9,175,448
Jeffery C. Keil
  77,690,659   152,274   34,755   9,175,448
Stanley Martin
  77,538,247   305,040   34,401   9,175,448
Thomas P. Murphy, Jr.
  76,911,258   931,231   35,199   9,175,448

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 2013 fiscal year.

                 
For   Against   Abstain
86,748,059
    237,087       67,990  

Proposal 3

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 2013 Proxy Statement.

                         
For   Against   Abstain   Broker Non-Vote
72,197,058
    1,954,624       3,726,006       9,175,448  


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
          
May 22, 2013   By:   Thomas J. Hoyer
       
        Name: Thomas J. Hoyer
        Title: Chief Financial Officer