St Joe Company (JOE)

[Enterprising Investor]

JOE Permits Fairholme to Acquire up to 50% (9/16/11)

On September 14, 2011, The St. Joe Company (the “Company”) entered into a Stockholder Agreement with Fairholme Funds, Inc. and Fairholme Capital Management, L.L.C., on behalf of the Fairholme Accounts, (“Fairholme Management” together with Fairholme Funds, Inc., “Fairholme”) permitting Fairholme to acquire beneficial ownership of up to 50% of the Company’s outstanding common stock. The Company had previously approved, in 2009, Fairholme’s acquisition of beneficial ownership of up to 30% of the Company’s outstanding common stock. As a result of the Board’s approval of the Stockholder Agreement, Florida’s control share acquisition statute will not apply to the beneficial ownership of shares of up to 50% of the Company’s outstanding common stock by Fairholme.

Pursuant to the terms of the Stockholder Agreement, Fairholme has agreed that, until September 14, 2016, it will vote any shares that it beneficially owns or has proxy voting authority in excess of 33.33% (calculated in accordance with the Stockholder Agreement) of the Company’s outstanding common stock in proportion to the manner in which all outstanding shares of common stock are voted. However, the proportional voting requirement will not apply in connection with any public solicitation of proxies for the removal of the Company’s directors or director nominees by a person or group other than Fairholme. Furthermore, the proportional voting requirement will be suspended or terminated in certain circumstances, including, but not limited to, (i) upon any person or group, other than Fairholme, becoming the beneficial owner of 15% or more of the Company’s outstanding common stock, (ii) upon the public announcement by the Company that it has entered into a definitive agreement for certain types of major transactions, including a merger or sale of all or substantially all the assets of the Company, (iii) upon the consummation of a sale by Fairholme to a non-affiliate holder of those shares of the Company’s common stock acquired after the date hereof (the “Additional Shares”) or (iv) with respect to Additional Shares beneficially owned by a Fairholme Account, upon the termination of Fairholme Management’s advisory agreement with such account.

http://sec.gov/Archives/edgar/data/745308/000119312511249855/d233300d8k.htm