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 18, 2021.











Meeting Information


Meeting Type:          Annual Meeting   
For holders as of:     March 24, 2021   
Date: May 18, 2021       Time: 9:00 AM CDT   


Location:   Meeting live via the Internet-please visit





The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visitwww.virtualshareholdermeeting.com/JOE2021 and be sure to have the information that is printed in the box marked by the arrow LOGO (located on the following page).




If you plan to participate in the virtual meeting, please see Questions and Answers About Voting at the Annual Meeting and Related Matters. Shareholders will be able to attend, vote and submit questions from any location via the Internet.

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 www.proxyvote.com 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: www.proxyvote.com.

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:

1) BY INTERNET:         www.proxyvote.com

2) BY TELEPHONE:    1-800-579-1639

3) BY E-MAIL*:             sendmaterial@proxyvote.com

*   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 4, 2021 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods


Vote By Internet:

Before The Meeting:

Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

During The Meeting:

Go to www.virtualshareholdermeeting.com/JOE2021. 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
each nominee named in proposal 1:
1.       Election of Directors - Nominees for a one-year
  term of office expiring at the 2022 Annual
  Meeting or until his successor is elected and
    1a.    Cesar L. Alvarez
    1b.    Bruce R. Berkowitz
    1c.    Howard S. Frank
    1d.    Jorge L. Gonzalez
    1e.    Thomas P. Murphy, Jr.


The Board of Directors recommends you vote FOR proposals 2 and 3.

2.    Ratification of the appointment of Grant
   Thornton LLP as our independent registered
   public accounting firm for our fiscal year ending
   December 31, 2021.


   Approval, on an advisory basis, of the
   compensation of our named executive officers.
NOTE: The proposals to be voted on may also include
such other business as may properly come before the
meeting or any adjournment thereof.