Current Report Filing (8-k)
March 22 2016 - 4:06PM
Edgar (US Regulatory)
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 22, 2016
The St. Joe Company
(Exact Name of Registrant as Specified in its Charter)
Florida
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1-10466
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59-0432511
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(State or other jurisdiction of
incorporation or
organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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133 South WaterSound Parkway
WaterSound, Florida
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32413
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(Address of principal executive offices)
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(Zip Code)
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(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:
⃞
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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⃞
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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⃞
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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⃞
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02.
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) & (c)
On March 22, 2016, The St. Joe Company (the “Company”) announced it
appointed Susan Mermer as Chief Accounting Officer, effective March 28,
2016 and, therefore, Marek Bakun will cease serving as interim Chief
Accounting Officer as of that date. Ms. Mermer, age 56, joins the
Company after serving as Vice President and Corporate Controller at
Lighting Science Group Corporation, a public company specializing in LED
lighting technology, since 2009, where she was responsible for the
company’s global accounting and finance activities including financial
reporting. Prior to joining Lighting Science Group Corporation, Ms.
Mermer served as Controller at The Goldfield Corporation, a public
electrical construction and real estate development company, from 2007
to 2009. Previously, from 2006 to 2007, Ms. Mermer served as Executive
Vice President, Chief Financial Officer and Secretary at eMerge
Interactive, Inc., a technology company, prior to which, she served as
its Controller from 2000 to 2006. Ms. Mermer began her career in public
accounting at KPMG, where she worked for eight years providing audit
services to multiple companies, including SEC reporting companies and
real estate entities, and ending her position with KPMG as Audit
Manager. Ms. Mermer earned her Bachelors degree from the University of
Virginia. She is a Certified Public Accountant and a member of the
American Institute of Certified Public Accountants.
In connection with her appointment as Chief Accounting Officer, Ms.
Mermer will receive an annual base salary of $195,000 and is eligible
for an annual cash bonus. For 2016 only, the annual cash bonus is
guaranteed at $50,000 and will be payable in 2017 subject to Ms.
Mermer’s continued employment with the Company. In addition, Ms. Mermer
will receive $25,000 for relocation expenses.
If Ms. Mermer’s position is eliminated within the first twenty four
months of employment, she will receive a severance package equivalent to
six months of base pay plus six months of company-paid COBRA, at her
then current level of coverage.
There is no arrangement or understanding between Ms. Mermer and any
other person pursuant to which Ms. Mermer was appointed as Chief
Accounting Officer. There are no family relationships between Ms.
Mermer and any of the Company’s directors and executive officers, and
Ms. Mermer is not a party to any transaction, or any proposed
transaction with the Company, required to be disclosed pursuant to Item
404(a) of Regulation S-K.
A copy of the press release announcing Ms. Mermer’s appointment as Chief
Accounting Officer of the Company is furnished with this report as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d)
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Exhibits
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Exhibit
No.
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Description
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99.1
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Press release issued by The St. Joe Company on March 22, 2016.
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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.
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THE ST. JOE COMPANY
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By:
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/s/ Marek Bakun
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Marek Bakun
Chief Financial Officer
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Date: March 22, 2016
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