The St. Joe Company
Regulation FD Disclosure Policy
Policy Statement
The St. Joe Company ("JOE") is committed to fair disclosure of information about JOE without advantage to any particular analyst or investor, consistent with the Securities and Exchange Commission's Fair Disclosure Regulation ("Regulation FD"). JOE complies with all periodic reporting and disclosure requirements of the Securities and Exchange Commission, including Regulation FD. Our practice has been, and will continue to be, to disclose material information about JOE publicly, not selectively.
This policy (i) prohibits the selective disclosure of material, nonpublic information about JOE, (ii) sets forth procedures that will prevent such disclosure, and (iii) provides for the broad, public distribution of material information regarding JOE.
Philosophy
We believe it is in our best interests to maintain an active and open dialogue with shareholders and potential investors regarding JOE’s historical performance and future prospects. We can best create shareholder value by publicly articulating our strategies, business strengths, and growth opportunities through an active dialogue. We are committed to providing current and potential shareholders access to key information reasonably required to make an informed decision on whether to invest in JOE stock.
Authorized Communications
Only the Chairman and Chief Executive Officer and President, Chief Financial Officer or Vice President - Finance (each an "authorized person") may communicate on behalf of JOE to analysts, securities market professionals, institutional investors, and major shareholders of JOE (what we call "Regulation FD Persons").
Other employees or representatives of JOE (e.g., ICR) may communicate with Regulation FD Persons only at the specific direction of an authorized person as part of our investor relations program. In such instances, an authorized person must also be present unless otherwise directed by an authorized person.
Unless otherwise specifically directed by an authorized person, employees must refer all questions from Regulation FD Persons regarding company business information to the Vice President - Finance, or in his absence to another authorized person. In any event, no employee is authorized to communicate material, nonpublic information about the company to any Regulation FD Person.
If any authorized person or other employee makes an unauthorized disclosure of material, nonpublic information, he or she should immediately contact the General Counsel or, in her absence, the Assistant General Counsel - Corporate. Certain inadvertent disclosures can be cured by appropriate action within 24 hours of the event.
Public Disclosure
We will disclose material information in a way that ensures full disclosure to the public. The methods used to ensure full public disclosure may include the following: issuing a press release, filing or furnishing the SEC with a Form 8-K or including the information in another document filed with the SEC, or hosting a webcast or conference call that is available to the public. JOE may utilize any combination of the above methods or other methods designed to ensure full public disclosure.
We will hold quarterly investor conference calls and webcasts open to the public (in listen-only mode for most participants) to discuss our operating performance. We will provide public notice about each call through a press release and information posted on our website, www.joe.com. This practice may be discontinued by the Company at any time in its discretion.
Questions to Investor Relations
Our Vice President - Finance will take phone calls from Regulation FD Persons with questions. We may immediately respond to questions that relate to information which is solely factual, historical and already public. During the two-week period following JOE's quarterly earnings release, we may also answer questions that relate to forward-looking information contained in our quarterly earnings release or disclosed by us during the earnings conference call. We may request that certain questions be submitted in writing. For any question presented, we may respond (i) directly to the person making the inquiry, (ii) through a public disclosure, or (iii) not at all.
If questions are of interest to a wider audience, we may also post our answers on the Investor Relations section of our website. We do not intend to post on our Web site all of the questions posed to us.
Quiet Period
In order to avoid the potential for selective disclosure or even the perception or appearance of selective disclosure, we will observe a "quiet period" each quarter prior to the distribution of the earnings release for the prior quarter during which we will not initiate any one-on-one meetings or telephone contacts with analysts and investors and no discussion regarding earnings or quarterly results of operations will take place, except to respond to unsolicited inquiries of a factual nature. We may participate in securities firm conferences and other investor presentations during the quiet period but no discussions of earnings or quarterly results will take place. The quiet periods shall begin at 5:00 pm on the 15th day of the third month of each quarter (i.e., March, June, September and October). If such day is not a business day, the commencement date shall be the immediately proceeding business day. The quiet period shall end at the time of the earnings release for each quarter. This quiet period does not preclude responding to inquiries concerning publicly available or non-material information.
Earnings Guidance
We will not to provide numerical earnings guidance regarding future operating results. We believe that this policy helps to focus the attention of management and investors on JOE's long-term performance and value creation. However, this policy may be discontinued at any time in the Company’s discretion.
Analyst Reports and Models
We will not comment on analyst reports or earnings models. An authorized person, however, in his discretion, may elect to comment upon inaccuracies relating to publicly disclosed, factual information.
Presentations
We will participate from time-to-time in securities firm conferences and other investor presentations. When practical, we will seek to post these presentations on our website. If any inadvertent disclosures of material, nonpublic information occurs at these conferences, appropriate public disclosure will be made promptly.
One-on-One Meetings and Conversations
Authorized persons are permitted to meet with individual investors, groups of investors, analysts and other Regulation FD Persons. When possible, we will seek to have more than one authorized person present at any one-on-one meeting. We do not intend to disclose any material, nonpublic information during these meetings. If an authorized representative determines that material, nonpublic information has been disclosed, appropriate public disclosure will be made promptly.
Media Communications
Although we recognize that Regulation FD does not apply to communications with the media, it is our policy not to disclose material, nonpublic information to the media unless it has been previously disclosed in accordance with Regulation FD.
Responding to Market or Media Rumors
Whether or not a market or media rumor regarding JOE has any basis in fact, our policy is to respond to inquiries regarding any rumor by stating: "Our policy is not to comment on rumors or speculation." Like most companies, we seek to follow this approach consistently in order to avoid providing an implied confirmation or denial in other circumstances.
Policy Administration
Any questions regarding this policy should be directed to the Vice President - Finance or the General Counsel.