St Joe's CEO Hosts Annual Shareholder Meeting (Transcript)

The St. Joe Company (JOE)

Annual Shareholder Meeting

May 17, 2012 11:00 a.m. ET


Bruce Berkowitz - Chairman

Ken Borick - SVP, Counsel and Corporate Secretary

Park Brady - CEO

Governor Charles Crist - Director

Howard Frank - Director

Jeff Keil - Director

Stan Martin - Director

Thomas Murphy – Director

Patrick Bienvenue - EVP

Tom Hoyer - CFO

Steve Hilliard - SVP, Operations

Rhea Goff - VP, Human Resources

Dave Harrelson - SVP, Timberland

Jorge Gonzalez - VP, Entitlements

Cliff Cohen - VP, Residential & Rural Land Sales


Bob Horn – Raymond James

Steve Springer - Target Capital


Bruce Berkowitz

Good morning ladies and gentlemen. I am Bruce Berkowitz, Chairman of the Board of The St. Joe Company. It’s my pleasure to welcome all of you. In accordance with the notice of meeting, I call to order the 2012 annual meeting of shareholders. Each of you should have registered as you entered the meeting. If anyone hasn’t registered, please do so at this time.

We will conduct this meeting in accordance with the agenda you were given as you entered the meeting room this morning. Please note that after the formal meeting is adjourned, there will be an opportunity at the end of the meeting for shareholder questions and discussions. On the reverse side of the agenda there is a list of the rules of conduct for this meeting. To ensure orderly meeting, we require that all participants abide these rules.

Present today are representatives of KPMG, the company’s independent registered public accounting firm who will be available to answer any appropriate questions during the Q&A portion of the meeting. Ken Borick will act as the secretary of the meeting. We are being assisted today in the calculation of proxies and ballots by Michael Barbera (ph) from Broadridge Financial Solutions. At this time, I appoint Michael Barbera as inspector of the election.

The notice of the meeting has been mailed – the notice of this meeting has been mailed to each shareholder of record as of March 15, 2012. The inspector of election has informed me that 85,023,733 shares of company’s voting stock are present in person or by proxy, constituting a quorum for today’s meeting. A list of shareholders on March 15, 2012, the record date may be inspected by any shareholder who is present. The final report of the inspector of elections will include the vote, if any, if shareholders present and voting in person.

The inspector of election has provided an affidavit of mailing to show that notice of the meeting was given on or about April 5, 2012. A copy of both the notice and the affidavit will be incorporated into the minutes of this meeting.

Next, I will describe each matter to be acted on at the meeting and then we will take the vote. Since no direct nominees, since the proposals for business were properly filed by shareholder in advance at this meeting, the business at this meeting is limited to the following three proposals. The first proposal before the shareholders is the election of the eight directors to serve until the next annual meeting. I am standing for re-election as a director today along with the following nominees. Sitting behind me, I’d ask each of the nominees to wave as his name is called. Cesar Alvarez is not with us. He had to be in court today. So he sends his regret. Park Brady, Governor Charles Crist, Howard Frank, Jeff Keil, Stan Martin, Thomas Murphy. We recommend the election of these nominees.

The second proposal is the ratification of the appointment of KPMG as our independent registered public accounting firm for the 2012 fiscal year. The Audit and Finance Committee has again retained the services of KPMG to audit the company’s financial statements for 2012 and the committee recommends that the shareholders ratify the appointment of KPMG. Mr. Frank, the chairman of the audit and finance committee will be available to answer any appropriate questions during the Q&A portion of the meeting.

The third proposal is the proposal of use of vote in an advisory, non-binding manner on the compensation paid to our named executives as disclosed in the proxy statements pursuant to item 402 of Regulation S-K. We recommend the approval of the compensation of our named executive officers.

We will now vote on the proposals. Those shareholders voting in person should now market their ballot. If you’ve previously voted by proxy, you do not need to vote again today unless you want to change your vote. If you would like a ballot, please raise your hand and one will be provided to you.

Okay. The inspector of election will wait to collect the outstanding ballots. And if anyone else has a filled ballot that you would like to give to the inspector of election, please do so now. Okay. Since everything wanting to vote, has voted, one person is about to vote. We will officially close the poll after one shareholder has voted. The poll is now officially closed and will the inspector of elections, please report the results after balloting.

Unidentified Participant

Sure. In the final tabulation there reflects small changes from what I have announced. The final tabulation will be set forth in the formal report of the inspector of election, the secretary of the company should we need after the accounting has been verified. I certify that with respect to proposal number one, each nominees for director has received the majority of the votes cast. The proposal two received the majority of the votes cast and proposal three received a majority of the votes cast.

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