Definitive Additional Proxy Materials



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)

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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 25, 2017.




Meeting Information



Meeting Type:           Annual Meeting



For holders as of:      March 23, 2017



Date: May 25, 2017             Time: 10:00 a.m., CDT


      Location: WaterColor Inn  
                        34 Goldenrod Circle  
                        Santa Rosa Beach, FL 32459  









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





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:


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:





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 11, 2017 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 (located on the following page) 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 director nominees:
  1.    Election of Directors
     Nominees for a one-year term of office expiring at the 2018 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.    Stanley Martin
     1g.    Thomas P. Murphy, Jr.
     1h.    Vito S. Portera



The Board of Directors recommends you vote “FOR” the following proposal:

2.    Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2017 fiscal year.
The Board of Directors recommends you vote “FOR” the following proposal:
3.    Approval, on an advisory basis, of the compensation of our named executive officers.
The Board of Directors recommends you vote 1 year on the following proposal:
4.    Approval, on an advisory basis, of the frequency of future advisory votes on the compensation for our named executive officers.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.