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~~July 1323, 2025

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~~ITEM 52.02 ~~Departure~~RESULTS ofOF ~~Directors~~OPERATIONS orAND ~~Certain~~FINANCIAL ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~CONDITION.

~~(e)~~ On ~~May~~July 1323, 2025, The St. Joe Company (the “Company”) ~~held~~issued ~~its~~a ~~2025~~press ~~Annual~~release ~~Meeting~~announcing ofits ~~Shareholders~~financial ~~(the~~results ~~“2025~~for ~~Annual~~the ~~Meeting”).~~second Atquarter ~~the~~ended ~~2025~~June ~~Annual Meeting~~30, ~~the Company’s shareholders approved The St. Joe Company~~ 2025 ~~Performance and Equity Incentive Plan (the “2025 Incentive Plan”)~~. A ~~description~~copy of the ~~terms~~press ~~and~~release ~~conditions of the 2025 Incentive Plan~~ is ~~set~~furnished ~~forth in Proposal 4 of the Company’s Definitive Proxy Statement for its 2025 Annual Meeting filed~~ with ~~the~~this ~~Securities~~Current ~~and~~Report ~~Exchange Commission~~ on ~~April~~Form 1,8-K ~~2025,~~as ~~which~~Exhibit ~~description is hereby incorporated by reference into this Item 5~~99.~~02(e)~~1.

~~Item~~ITEM 5.0702DEPARTURE ~~Submission~~OF ofDIRECTORS ~~Matters~~OR toCERTAIN ~~Vote~~OFFICERS; ofELECTION ~~Security~~OF ~~Holders~~DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

AtOn ~~the~~July ~~2025~~22, ~~Annual Meeting~~2025, the ~~Company’s~~Board ~~shareholders~~of ~~voted~~Directors onof the Company (ithe “Board”), upon the ~~election~~recommendation of ~~five~~the ~~director~~Governance ~~nominees~~and ~~(Proposal~~Nominating ~~1),~~Committee ~~(ii)~~of the ~~ratification~~Board, ofappointed ~~the~~Elizabeth ~~appointment~~Dantin ofFranklin ~~GRANT~~to ~~THORNTON~~serve ~~LLP~~ as ~~the~~an ~~Company’s~~ independent ~~registered~~director ~~public~~of ~~accounting~~the ~~firm~~Company, effective immediately, for the ~~2025~~remainder ~~fiscal~~of the one-year ~~(Proposal~~term ~~2),~~that ~~(iii)~~will ~~the~~expire ~~approval,~~at onthe an2026 ~~advisory~~annual ~~basis,~~meeting of ~~the~~shareholders ~~compensation~~or ofuntil ~~the~~her ~~Company’s~~successor ~~named~~is ~~executive~~duly ~~officers~~elected ~~(Proposal~~and 3)qualified. ~~and~~Ms. ~~(iv)~~Franklin ~~the~~has ~~approval~~also ofbeen ~~the~~appointed ~~2025~~to ~~Incentive~~serve ~~Plan~~on ~~(Proposal~~the ~~4).~~Audit, ~~The~~Governance ~~results~~and ofNominating ~~the~~and ~~votes~~Compensation ~~are~~and ~~set~~Human ~~forth~~Capital ~~below~~Committees of the Board.

~~Proposal~~Ms. 1Franklin, age 57, has over 30 years of experience in financial accounting, internal audit, risk management, and corporate governance. Prior to her retirement in 2023, she held the position of Chief Audit Officer at Fidelity National Financial, Inc. (“FNF”), a leading provider of title insurance, escrow and other title-related services and transaction services to the real estate and mortgage industries. During her 16-year tenure, Ms. Franklin provided strategic oversight on internal controls, compliance, and enterprise risk, and was instrumental in developing FNF’s governance and compliance programs. She began her career at PwC, where she was a partner working with global clients across multiple industries. Ms. Franklin currently serves on the Board of the North Florida Council of the Boy Scouts of America. She earned degrees in Accounting and Finance from Loyola University and held credentials as a Certified Public Accountant (CPA) and Certified Internal Auditor (CIA) during her career.

~~The~~There ~~shareholders~~are ~~voted~~no inarrangements ~~favor~~or ofunderstandings ~~the~~between ~~election~~Ms. ofFranklin and the ~~following~~Company ~~director~~or ~~nominees~~any ~~for~~other aperson ~~term~~pursuant ofto ~~office~~which ~~expiring~~she atwas appointed to the ~~2026~~Board. ~~Annual~~There ~~Meeting~~are ofno ~~Shareholders~~related party transactions between the Company and, inMs. ~~each~~Franklin ~~case,~~that ~~until~~would ~~his/her~~require ~~successor~~disclosure isunder ~~duly~~Item ~~elected~~404(a) ~~and~~of ~~qualified~~Regulation S-K.

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

As compensation for her Board service, Ms. Franklin will receive the compensation applicable to all the Company’s non-employee directors as described in the Company’s 2025 proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2025. In addition, Ms. Franklin will enter into an indemnification agreement in the form approved for all non-employee directors and filed with the SEC.

~~Proposal~~ITEM 28.01 OTHER EVENTS.

~~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.~~Dividend

For	Against	Abstain
52,358,716	24,359	50,289

On July 23, 2025, the Board of Directors of the Company declared a quarterly cash dividend of $0.14 per share on its common stock, payable on September 19, 2025, to shareholders of record at the close of business on August 22, 2025.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

The following exhibits are furnished as part of the Current Report on Form 8-K.


99.1	Press Release dated July 23, 2025.
104	Cover Page Interactive Data File (formatted in Inline XBRL).

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~~July 1423, 2025

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