St. Joe shareholders back 2026 directors and pay

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Form Type

8-K

Rhea-AI Filing Summary

The St. Joe Company reported results of its 2026 Annual Meeting of Shareholders, where six director nominees were elected for terms ending at the 2027 meeting. Each nominee received over 44.9 million votes in favor, with broker non-votes of 6,267,692 recorded on each election.

Shareholders also ratified GRANT THORNTON LLP as independent registered public accounting firm for the 2026 fiscal year, with 52,025,888 votes for, 35,247 against and 18,502 abstentions. On an advisory basis, shareholders approved compensation for named executive officers with 44,814,589 votes for, 936,038 against, 61,318 abstentions and 6,267,692 broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for highest-supported director: 45,734,971 votes Broker non-votes on director elections: 6,267,692 votes Auditor ratification for votes: 52,025,888 votes +3 more

6 metrics

Votes for highest-supported director 45,734,971 votes For election of Elizabeth D. Franklin at 2026 Annual Meeting

Broker non-votes on director elections 6,267,692 votes Recorded on each 2026 director nominee

Auditor ratification for votes 52,025,888 votes Ratification of GRANT THORNTON LLP for 2026 fiscal year

Auditor ratification against votes 35,247 votes Opposing ratification of GRANT THORNTON LLP

Say-on-pay for votes 44,814,589 votes Advisory approval of named executive officer compensation

Say-on-pay against votes 936,038 votes Opposing 2026 named executive officer compensation

Key Terms

Annual Meeting of Shareholders, broker non-vote, independent registered public accounting firm, advisory basis, +1 more

5 terms

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-vote financial

"Director Nominee | For | Against | Abstain | Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

independent registered public accounting firm financial

"appointment of GRANT THORNTON LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"approval, on an advisory basis, of the compensation of the Company’s named executive officers"

named executive officers financial

"the compensation of the Company’s named executive officers (Proposal 3)."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did St. Joe (JOE) shareholders decide at the 2026 annual meeting?

Shareholders elected six directors, ratified GRANT THORNTON LLP as independent auditor for the 2026 fiscal year, and approved, on an advisory basis, the compensation of named executive officers, based on detailed vote totals disclosed for each proposal.

Which director nominees were elected at St. Joe (JOE) in 2026 and with how many votes?

Six nominees were elected: Cesar L. Alvarez, Howard S. Frank, Elizabeth D. Franklin, Rhea Goff, Jorge L. Gonzalez and Thomas P. Murphy, Jr., each receiving between 44,939,725 and 45,734,971 votes for, plus 6,267,692 broker non-votes on each election.

How did St. Joe (JOE) shareholders vote on the 2026 auditor ratification?

Shareholders ratified the appointment of GRANT THORNTON LLP as independent registered public accounting firm for the 2026 fiscal year, with 52,025,888 votes for, 35,247 votes against and 18,502 abstentions recorded on the auditor ratification proposal.

What was the outcome of St. Joe (JOE) say-on-pay vote in 2026?

On an advisory basis, shareholders approved compensation of the company’s named executive officers, with 44,814,589 votes for, 936,038 against, 61,318 abstentions and 6,267,692 broker non-votes recorded on the 2026 executive compensation proposal.

How many broker non-votes occurred on St. Joe (JOE) 2026 shareholder proposals?

Broker non-votes totaled 6,267,692 on each relevant proposal, including the director elections and the advisory vote on named executive officer compensation, indicating shares present but not entitled or instructed to vote on those specific items.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 04:10 PM EDT

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 12, 2026

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.)


130 Richard Jackson Blvd, Suite 200 Panama City Beach, Florida	32407
(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading symbol(s)	Name of Each Exchange on Which Registered
Common Stock	JOE	NYSE

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 Vote of Security Holders.

On May 12, 2026, The St. Joe Company (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting). At the 2026 Annual Meeting, the Company’s shareholders voted on (i) the election of six 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 2026 fiscal year (Proposal 2), and (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (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 2027 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	45,153,329	470,871	187,745	6,267,692
Howard S. Frank	44,939,725	683,536	188,684	6,267,692
Elizabeth D. Franklin	45,734,971	54,122	22,852	6,267,692
Rhea Goff	45,221,442	575,604	14,899	6,267,692
Jorge L. Gonzalez	45,553,801	242,204	15,940	6,267,692
Thomas P. Murphy, Jr.	45,160,695	464,702	186,548	6,267,692

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 2026 fiscal year.


For	Against	Abstain
52,025,888	35,247	18,502

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
44,814,589	936,038	61,318	6,267,692

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 & Chief Financial Officer

Date: May 14, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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