UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
| [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2004
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
..
Commission file number 1-10466
The St. Joe Company
(Exact name of registrant as specified in its charter)
Florida (State or other jurisdiction of incorporation or organization) |
59-0432511 (I.R.S. Employer Identification No.) |
|
Suite 500,
245 Riverside Avenue, Jacksonville, Florida (Address of principal executive offices) |
32202 (Zip Code) |
(904) 301-4200
(Registrant’s telephone number, including area code)
None.
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES X NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of July 30, 2004, there were 102,594,860 shares of common stock, no par value, issued and 76,196,929 outstanding, with 26,397,931 shares of treasury stock.
Item 4. Submission of Matters to a Vote of Security Holders
The Company’s Annual Meeting of Shareholders was held on May 18, 2004. At the Meeting, a Board of Directors consisting of nine members was elected, an amendment to our articles of incorporation eliminating preemptive rights was approved and the appointment of KPMG LLP as the Company’s independent auditors for the 2004 fiscal year was ratified.
The number of votes cast for, against or withheld, as well as the number of abstentions, for each matter is set forth below. Abstentions and broker non-votes are not counted as votes for or against any proposal.
1. Election of Directors:
| Name of Nominee |
Votes For |
Votes Withheld |
||||||
Michael L. Ainslie |
67,172,788 | 1,311,461 | ||||||
Hugh M. Durden |
67,192,661 | 1,291,588 | ||||||
Adam W. Herbert |
67,800,926 | 683,323 | ||||||
Delores Kesler |
67,809,053 | 675,196 | ||||||
John S. Lord |
63,096,774 | 5,387,475 | ||||||
Walter L. Revell |
67,688,642 | 795,607 | ||||||
Peter S. Rummell |
67,705,037 | 779,212 | ||||||
Winfred L. Thornton |
62,566,263 | 5,917,986 | ||||||
William H. Walton, III |
67,760,354 | 723,895 | ||||||
2. Amendment of the articles of incorporation to eliminate preemptive rights:
| For |
Against |
Abstain |
Broker Non-Vote |
|||||||||
45,314,419 |
9,807,445 | 104,128 | 13,258,257 | |||||||||
3. Ratification of KPMG LLP to serve as the Company’s independent auditors for the 2004 fiscal year:
| For |
Against |
Abstain |
||||||
68,204,067 |
232,346 | 47,836 | ||||||
Item 6. Exhibits and Reports on Form 8-K
(a)
|
Exhibits | |
| 31.1 Certification by Chief Executive Officer. | ||
| 31.2 Certification by Chief Financial Officer. | ||
| 32.1 Certification by Chief Executive Officer. | ||
| 32.2 Certification by Chief Financial Officer. |
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 thereunto duly authorized.
| THE ST. JOE COMPANY | ||
| Date: August 9, 2004 | /s/ Kevin M. Twomey | |
| Kevin M. Twomey President, Chief Operating Officer, and Chief Financial Officer |
||
| Date: August 9, 2004 | /s/ Michael N. Regan | |
| Michael N. Regan Senior Vice President – Finance and Planning (Principal Accounting Officer) |