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): March 4, 2011
THE ST. JOE COMPANY
(Exact Name of Registrant as Specified in Charter)
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| FLORIDA
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1-10466
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59-0432511 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
133 South WaterSound Parkway, WaterSound, FL 32413
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (850) 588-2300
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2011, The St. Joe Company (the “Company”) entered into a letter agreement with Hugh M.
Durden (the “Letter Agreement”), pursuant to which the Company will pay Mr. Durden $100,000 for his
service (solely in his capacity as a director of the Company and as a member of the Executive
Committee of the Board of Directors of the Company (the “Board”) and not as an employee or officer
of the Company) as the interim Chief Executive Officer of the Company (“Interim CEO”) for a period
of 60 days from the date of the Letter Agreement, or such earlier date as the Board may determine
in its sole discretion. Pursuant to the Letter Agreement, Mr. Durden will not be eligible for, or
entitled to receive, any employee benefits, severance benefits or other compensation. However, the
Company will reimburse Mr. Durden for all reasonable business expenses incurred in accordance with
its customary policies.
The above summary is not intended to be complete and is qualified in its entirety by reference to
the complete text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and is
incorporated by reference herein.
On March 7, 2011, the Company entered into an employment agreement with Park Brady (the “Employment
Agreement”), pursuant to which Mr. Brady was appointed as the Company’s Chief Operating Officer,
effective March 21, 2011 (the “Start Date”). The Employment Agreement has a one-year initial
term. However, commencing on the date that is six months after the Start Date and on each annual
anniversary of such date (each such date, the “Renewal Date”), the Employment Agreement
automatically renews for additional one-year periods, unless at least 30 days prior to the
applicable Renewal Date, either party gives written notice to the other not to renew. During the
employment period, Mr. Brady will receive an annual salary of at least $750,000 and participate in
the Company’s benefit plans and programs.
If Mr. Brady’s employment is terminated by the Company for cause or due to death or disability, or
by Mr. Brady other than for good reason, Mr. Brady will be entitled to receive the following
benefits: (i) a lump sum payment equal to any portion of Mr. Brady’s annual salary through the
date of termination that has not been paid (ii) continued health and welfare benefits provided by
law or payable to Mr. Brady under the terms of the welfare benefit plans in effect immediately
prior to termination for a period of 18 months.
If Mr. Brady’s employment is terminated by the Company other than for cause or due to death or
disability, or by Mr. Brady for good reason, Mr. Brady will be entitled to receive the following
benefits: (i) a payment, ratable over a 12 month period, equal to 1 times the annual
salary and (ii) a monthly amount equal to the employer portion of the applicable COBRA premium for
the level of coverage that Mr. Brady has as of the date of termination under the Company’s group
health plan as in effect from time to time.
The Employment Agreement also requires Mr. Brady to cooperate fully with the Company, in any and
all matters involving litigation, administrative proceedings, arbitration or governmental
investigations and to comply with certain restrictive covenants.
A copy of the Employment Agreement is filed as Exhibit 10.2 hereto. The foregoing description of
the Employment Agreement does not purport to be complete, and is qualified in its entirety by
reference to the full text of the Employment Agreement, which is incorporated by reference herein.
Mr. Brady, 63, has served as President and Chief Executive Officer of ResortQuest, the nation’s
largest vacation rental company, since June 2007. Mr. Brady began his career at ResortQuest in
1998 as the Regional Manager of the Western U.S., later serving as the Corporate Vice President for
the company and as Chief Operating Officer. Prior to joining ResortQuest, Mr. Brady owned and
operated Telluride Resort Accommodations in Colorado. Mr. Brady is also the founder of Hodnett
Cooper Vacation Rentals in St. Simons Island, Georgia.
Additional information on Mr. Brady’s appointment is set forth in our press release dated March 7,
2011, a copy of which is filed as exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 |
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Letter Agreement regarding compensation dated March 4, 2011, by and between the Company and
Hugh M. Durden. |
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| 10.2 |
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Employment Agreement dated March 7, 2011, by and between the Company and Park Brady. |
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| 99.1 |
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Press Release dated March 7, 2011 |