UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A

Proxy  Statement  Pursuant to  Section 14(a)  of the

Securities Exchange Act of 1934

Filed by the Registrant x[X]

Filed by a Party other than the Registrant ¨[ ]

Check the appropriate box:

BFC Financial Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[    ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

[  ]  Fee paid previously with preliminary materials.

[  ]  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

BFC Financial Corporation

2100 West Cypress Creek Road401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, Florida 3330933301

November 21, 2012

June 12, 2013

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of BFC Financial Corporation, which will be held on December 13, 2012July 9, 2013 at 2:10:30 p.m.a.m., local time, at The Westin Fort Lauderdale, 400 Corporate Drive,the Tower Club, 100 SE 3^rd Avenue, 28^th Floor, Fort Lauderdale, Florida 33334.33301.

Please read these materials so that you will know what we plan to do at the Annual Meeting. Also, please sign and return the accompanying proxy card in the postage-paid envelope or otherwise transmit your voting instructions as described on the accompanying proxy card. This way, your shares will be voted as you direct even if you cannot attend the Annual Meeting.

On behalf of your Board of Directors and our employees, I would like to express our appreciation for your continued support.

Alan B. Levan

BFC Financial Corporation

2100 West Cypress Creek Road401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, Florida 3330933301

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on December 13, 2012July 9, 2013 

Notice is hereby given that the Annual Meeting of Shareholders of BFC Financial Corporation (the “Company”) will be held at The Westin Fort Lauderdale, 400 Corporate Drive,the Tower Club, 100 SE 3rd Avenue, 28^th Floor, Fort Lauderdale, Florida 3333433301 on December 13, 2012July 9, 2013, commencing at 2:10:30 p.m.a.m., local time, for the following purposes:

1. To elect eleven directors to the Company’s Board of Directors to serve until the Annual Meeting in 2013.

2. To approve an amendment of the Company’s 2005 Stock Incentive Plan to increase the number of shares of the Company’s Class A Common Stock available for grant under the plan from 6,000,000 shares to 9,500,000 shares.

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The matters listed above are more fully described in the Proxy Statement that forms a part of this Notice of Meeting.

Only shareholders of record at the close of business on November 13, 2012May 24, 2013 are entitled to notice of, and to vote at, the Annual Meeting.

Sincerely yours,

Fort Lauderdale, Florida

November 21, 2012June 12, 2013

IMPORTANT:THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. THEREFORE, EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED OR OTHERWISE TRANSMIT YOUR VOTING INSTRUCTIONS AS DESCRIBED ON THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED FOR THE PROXY CARD IF MAILED IN THE UNITED STATES.

BFC Financial Corporation

2100 West Cypress Creek Road401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, Florida 3330933301

PROXY STATEMENT

The Board of Directors of BFC Financial Corporation (the “Company”) is soliciting proxies to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held at The Westin Fort Lauderdale, 400 Corporate Drive,the Tower Club, 100 SE 3^rd Avenue, 28^th Floor, Fort Lauderdale, Florida 3333433301 on December 13, 2012July 9, 2013, at 2:10:30 p.m.a.m., local time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the accompanying Notice of Meeting.

This Proxy Statement and the accompanying Notice of Meeting and proxy card are first being mailed to shareholders on or about November 23, 2012.June 12, 2013.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will be asked to consider and vote upon the election of eleventen directors to the Company’s Board of Directors andDirectors.  In addition, shareholders will be asked to vote, on a non-binding advisory basis, on the amendmentcompensation of the Company’s 2005 Stock Incentive Plan to increaseNamed Executive Officers (as hereinafter defined) and on the number of shares offrequency with which the Company’s Class A Common Stock (“Class A Stock”) available for grant under the plan from 6,000,000 shares to 9,500,000 shares. Although the Board of Directors is not aware of any other matters to be presented at the Annual Meeting,Company should hold future advisory votes on Named Executive Officer compensation.  Additionally, if any other matters are properly brought before the Annual Meeting, shareholders will be asked to consider and vote upon such matters.matters as well.  Also, management will be available to report on the Company’s performance during the fiscal year ended December 31, 20112012 and respond to appropriate questions from shareholders.

Who is entitled to vote at the meeting?

Record holders of the Company’s Class A Common Stock and record holders of the Company’s Class B Common Stock (“Class B Stock”) as of the close of business on November 13, 2012May 24, 2013 (the “Record Date”) may vote at the Annual Meeting. As of the close of business on the Record Date, 70,299,37975,961,584 shares of Class A Common Stock and 6,858,4617,307,742 shares of Class B Common Stock were outstanding and, thus, will be eligible to vote at the Annual Meeting.

What are the voting rights of the holders of Class A Common Stock and Class B Common Stock?

Holders of Class A Common Stock and holders of Class B Common Stock will vote as one class on each of the election of directors,  the amendment ofnon-binding advisory vote on Named Executive Officer compensation and the Company’s 2005 Stock Incentive Plan and,non-binding advisory vote on the frequency with which the Company should hold future advisory votes on Named Executive Officer compensation. Additionally, in most cases, holders of Class A Common Stock and holders of Class B Common Stock will vote as one class on any other matters properly brought before the Annual Meeting.    Holders of Class A Common Stock are entitled to one vote per share on each matter, with all holders of Class A Common Stock having in the aggregate 22% of the general voting power. The number of votes represented by each share of Class B Common Stock, which represents in the aggregate 78% of the general voting power, is calculated each year in accordance with the Company’s Amended and Restated Articles of Incorporation. At this year’s Annual Meeting, each outstanding share of Class B Common Stock will be entitled to 36.34136.85 votes on each matter.

What constitutes a quorum?

The presence at the Annual Meeting, in person or by proxy, of the holders of shares representing a majority of the aggregate voting power (as described above) of the Class A Common Stock and Class B Common Stock outstanding as of the close of business on the Record Date will constitute a quorum, permitting the conduct of business at the Annual Meeting.

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What is the difference between a shareholder of record and a “street name” holder?

If your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC, the Company’s stock transfer agent (“AST”), you are considered the shareholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the shares but not the shareholder of record, and your shares are held in “street name.”

How do I vote my shares?

If you are a shareholder of record, you can give a proxy to be voted at the Annual Meeting by mailing in the enclosed proxy card or by transmitting your voting instructions by telephone or internet as described on the enclosed proxy card.  You may also vote your shares at the Annual Meeting by completing a ballot at the Annual Meeting.

If you hold your shares in “street name,” you must vote your shares in the manner prescribed by your broker, bank or other nominee. Your broker, bank or other nominee has enclosed or provided a voting card for you to use in providing your voting instructions.

Can I vote my shares in person at the Annual Meeting?

If you are a shareholder of record, you may vote your shares in person at the Annual Meeting by completing a ballot at the Annual Meeting.  However, if you are a “street name” holder, you may vote your shares in person at the Annual Meeting only if you obtain a signed proxy from your broker, bank or other nominee giving you the right to vote the shares.

Shareholders who wish to attend the Annual Meeting may contact the Company’s Investor Relations department at (954) 940-4994 for directions. Even if you currently plan to attend the Annual Meeting, the Company recommends that you also submit your vote by proxy or by providing your voting instructions to your broker, bank or other nominee as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

What are my choices when voting?

With respect to the election of directors, you may vote for all of the director nominees, or your vote may be withheld with respect to one or more of the director nominees. The proposal related to the election of directors is described in this Proxy Statement beginning on page 10.

In addition,

With respect to non-binding advisory vote on the compensation of the Company’s Named Executive Officers, you may vote for, or against or abstain from voting on the proposal. The proposal relating to approve the amendmentcompensation of the Company’s 2005 Stock Incentive Plan. The proposal related to the amendment of the Company’s 2005 Stock Incentive PlanNamed Executive Officers is described in this Proxy Statement beginning on page 28.25.

With respect to the non-binding advisory vote on the frequency with which the Company should hold future advisory votes on Named Executive Officer compensation, you may vote for the advisory vote to be held every year, every other year or every three years, or you may abstain from voting on the proposal. The proposal relating to the frequency with which the Company should hold future advisory votes on Named Executive Officer compensation is described in this Proxy Statement on page 26. 

What isare the Board’s recommendation?voting recommendations?

The Board of Directors recommends athat you vote your shares (i) FORall ALL of the director nominees, and(ii) FOR the amendmentapproval of the Company’s 2005 Stock Incentive Plan.compensation of the Named Executive Officers and (iii) for future advisory votes on Named Executive Officer compensation to be held EVERY THREE YEARS.

What if I do not specify on my proxy card how I want my shares voted?

If you mail in your proxy card but do not specify on your proxy card how you want to vote your shares, the Companyyour shares will vote thembe voted (i) FORall ALL of the director nominees, and(ii) FOR the amendmentapproval of the Company’s 2005 Stock Incentive Plan.compensation of the Named Executive Officers and (iii) for future advisory votes on Named Executive Officer compensation

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to be held EVERY THREE YEARS..  Although the Board of Directors is not aware of any other matters to be presented at the Annual Meeting, if any other matters are properly brought before the Annual Meeting, the persons named in the enclosed proxy card will vote the proxies in accordance with their best judgment on those matters.

Can I change my vote?

Yes.  You can change your vote at any time before your proxy is voted at the Annual Meeting.  If you are the record owner of your shares, you can do this in one of three ways.  First, you can send a written notice to the Company’s Secretary stating that you would like to revoke your proxy.  Second, you can submit a new valid proxy bearing a later date or transmit new voting instructions by telephone or internet. Third, you can attend the Annual Meeting and vote in person.  AttendanceHowever, attendance at the Annual Meeting will not, in and of itself, constitute revocation of a previously executed proxy.

If you are not the record owner of your shares and your shares are held in “street name,” you must contact your broker, bank or other nominee to find out how to change your vote.

What vote is required for a proposal to be approved?

With respect to the election of directors, the affirmative vote of a plurality of the votes cast at the Annual Meeting is required for a director nominee to be elected. A properly executed proxy marked “WITHHOLD AUTHORITY”to withhold a vote with respect to the election of one or more of the director nominees will not be voted with respect to the nominee or nominees indicated, although it will be counted for purposes of determining whether or not a quorum exists.

The proposed amendmentcompensation of the Company’s 2005 Stock Incentive PlanNamed Executive Officers will be approved, on a non-binding advisory basis, if the votes cast in favor offor the proposal exceed the votes cast against the proposal.  Abstentions will not have any impact on this proposal, although they will be counted for purposes of determining whether or not a quorum exists.  Provided a quorum exists, failures to vote will also not have any impact on this proposal.  The vote on this proposal is advisory and will not be binding upon the Company, the Board of Directors or the Compensation Committee.

With respect to the non-binding advisory vote on the frequency with which the shareholders believe the Company should hold future advisory votes on Named Executive Officer compensation, the frequency which receives the greatest number of votes will be the frequency selected by the shareholders. Abstentions will not have any impact on this proposal, although they will be counted for purposes of determining whether or not a quorum exists.  Provided a quorum exists, failures to vote will also not have any impact on this proposal.  The vote on this proposal is advisory and will not be binding upon the Company or the Board of Directors.

If my shares are held in street name, will my broker, bank or other nominee vote my shares for me? What are broker non-votes?

No.  If you hold your shares in street name, your broker, bank or other nominee may only vote your shares in its discretion on routine“routine matters. Neither the proposal relating to the election of directors nor the proposed amendment”     None of the Company’s 2005 Stock Incentive Plan ismatters to be considered a routine matter. As a result,at the Annual Meeting, as described in this Proxy Statement, are considered to be “routine matters” under applicable rules and regulations.  Accordingly, your broker, bank or other nominee will not have discretion to vote your shares on any proposal presented at the Annual Meeting if you fail todo not provide voting instructions.directions with respect to such proposal.

What are broker non-votes?

Broker non-votes occur when a broker, bank or other nominee has discretion to vote on one or more proposals at a meeting but does not have discretion to vote on other matters at the meeting.  Because brokers, banks and other nominees will not have discretion to vote on any items of business at the Annual Meeting if they have not received voting instructions from their clients, there will not be broker non-votes on any matter presented or acted upon at the Annual Meeting.

Are there any other matters to be acted upon at the Annual Meeting?

The Company does not know of any other matters to be presented or acted upon at the Annual Meeting. If any other matter is presented at the Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.

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CORPORATE GOVERNANCE

Pursuant to the Company’s Bylaws and Florida law, the Company’s business and affairs are managed under the direction of the Board of Directors.  Directors are kept informed of the Company’s business through discussions with management, including the Company’s Chief Executive Officer and other senior officers, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees.

Determination of Director Independence

The fullCompany’s Board of Directors has determined that D. Keith Cobb, Darwin Dornbush, Oscar Holzmann, Alan J. Levy, Joel Levy, William Nicholson and Neil Sterling, who together comprise a majority of the Board, are independent.  For purposes of making its independence determinations, the Board of Directors used the definition of “independence” set forth in the listing standards of the New York Stock Exchange (“NYSE”). With respect to each of the directors determined to be independent,Mr. Dornbush and Mr. Alan Levy,  the Board of Directors specifically discussed and considered the following relationships, each of which the Board determined did not constitute a material relationship that would impair the director’s independence:

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Committees of the Board of Directors and Meeting Attendance

The Board of Directors has established Audit, Compensation and Nominating/Corporate Governance Committees. The Board has adopted a written charter for each of these three committees and Corporate Governance Guidelines that address the make-up and functioning of the Board.  The Board has also adopted a Code of Business Conduct and Ethics that applies to all of the Company’s directors, officers and employees.  The committee charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics are posted in the “Investor Relations” section of the Company’s website atwww.bfcfinancial.com, and each is available in print, without charge, to shareholders.

The Board met fourteen22 times during 2011.2012. Each currentthen-serving member of the Board of Directors attended at least 75% of the meetings of the Board and committees on which he served.served during 2012.  In addition, nine of the eleven then-serving members of the Board of Directors attended the Company’s 20112012  Annual Meeting of Shareholders, although the Company has no formal policy requiring them to do so.

The Audit Committee

Joel Levy, Chairman, Oscar Holzmann and William Nicholson serve as the members of the Audit Committee. The Board has determined that each of Messrs. Joel Levy, Holzmann and Nicholson is “financially literate” and “independent,” within the meaning of the listing standards of the NYSE and applicable Securities and Exchange Commission (“SEC”) rules and regulations, and that each of Messrs. Joel Levy and Holzmann is qualified as an “audit committee financial expert,” as defined under Item 407 of Regulation S-K promulgated by the SEC.  The Audit Committee met teneleven times during 20112012 and its members also held various informal conference calls and meetings as a committee.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor.  Additionally, the Audit Committee assists Board oversight of: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the qualifications, performance and independence of the Company’s independent auditor; and (iv) the performance of the Company’s internal audit function. In connection with these oversight functions, the Audit Committee receives reports from, and meets with, the Company’s internal audit group, management and independent auditor.  The Audit Committee receives information concerning internal control over financial reporting and any deficiencies in such control and has adopted a complaint monitoring procedure that enables confidential and anonymous reporting to the Audit Committee of concerns regarding questionable accounting or auditing matters.  A report from the Audit Committee is included in this Proxy Statement on page 34.29.

The Compensation Committee

Neil Sterling, Chairman, D. Keith Cobb and William Nicholson serveserved as the members of the Compensation Committee. EachCommittee during 2012.    The Compensation Committee met nine times during 2012.  Mr. Cobb resigned from the Company’s Board of Directors during April 2013, and Darwin Dornbush was appointed to the Compensation Committee on June 3, 2013.  Messrs. Sterling Cobb and Nicholson continue to serve on the Compensation Committee.  As of the date of this Proxy Statement, the Board has not made a decision regarding whether it will appoint a new member of the Compensation Committee.

The Board has determined that each member of the Compensation Committee is “independent,” within the meaning of the listing standards of the NYSE, and each is  a “Non-Employee Director,” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), and an “outside director,” as defined for purposes of Section 162(m) of the Internal Revenue Code of 1986 (the “Code”).  The Compensation Committee met seven timesBoard made the same determinations with respect to Mr. Cobb during 2011.2012. 

 The Compensation Committee provides assistance to the Board in fulfilling its responsibilities relating to the compensation of the Company’s executive officers.  It reviews and determines the compensation of the Chief Executive Officer and determines, or makes recommendations with respect to, the compensation of the Company’s other executive officers. The Compensation Committee also administers the Company’s equity-based compensation plans, including the Company’s 2005 Stock Incentive Plan.plans.

Pursuant to its charter, the Compensation Committee has the authority to retain consultants to assist the Compensation Committee in its evaluation of executive compensation, as well as the sole authority to approve any such consultant’s fees and retention terms.  During 2012, the Compensation Committee engaged Pearl Meyer & Partners, LLC, a third party compensation consultant, to assist the Compensation Committee with respect to its review and determinations or recommendations of the compensation of the Company’s executive

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officers and the employment agreements entered into between the Company and its executive officers during November 2012, as well as to assist the Compensation Committee with respect to the development of a “carried interest” compensation plan for the Company’s executive officers. See “Compensation of Named Executive Officers—Officers - Employment Agreements” for additional information.  Pearl Meyer & Partners, LLC was also engaged during 2012 by BBX Capital’sthe Compensation Committee of BBX Capital Corporation (“BBX Capital”) for the purposes described above with respectbut pertaining to BBX Capital’sCapital and its executive officers. The Company currently holds shares of BBX Capital’s Class A Common Stock and Class B Common Stock representing approximately 53% of the total outstanding equity of BBX Capital and 75% of the total voting power of BBX Capital. 

Section 162(m) of the Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to the its chief executive officer and other employees (other than its chief financial officer) whose compensation is required to be reported to shareholders under the Exchange Act and the rules and regulations promulgated by the SEC thereunder. However, the statute exempts qualifying “performance-based compensation” from the deduction limit if certain requirements are met. The Compensation Committee believes that it is generally in the Company’s best interest to attempt to structure performance-based compensation, including stock options, performance-based restricted stock awards and

annual bonuses, to executive officers who may be subject to Section 162(m) in a manner that satisfies the statute’s requirements. However, the Compensation Committee also recognizes the need to retain flexibility to make compensation decisions that may not meet Section 162(m) standards when necessaryappropriate to enableassist the Company in its efforts to meet its overall objectives, even if the Company may not deduct all of the compensation. Accordingly, the Compensation Committee has approved and may in the future approve compensation arrangements for the Company’s executive officers that are not fully deductible.  The compensation paid or payablefor the year ended December 31, 2012 pursuant to the employment agreements entered into between the Company and its executive officers during November 2012 does not constitute “performance-based compensation” exempt from the $1,000,000 deduction limit of Section 162(m).

The Nominating/Corporate Governance Committee

Oscar Holzmann, Chairman, Neil Sterling and Alan J. Levy serve as the members of the Nominating/Corporate Governance Committee.  EachThe Board has determined that each of Messrs. Holzmann, LevySterling and SterlingAlan Levy is “independent” within the meaning of the listing standards of the NYSE.  The Nominating/Corporate Governance Committee met two times during 2012.The Nominating/Corporate Governance Committee is responsible forfor: (i) assisting the Board in identifying individuals qualified to become directors,directors; (ii) making recommendations of candidates for directorships,directorships; (iii) developing and recommending to the Board a set of corporate governance principles for the Company,Company; (iv) overseeing the evaluation of the Board and management,management; (v) overseeing the selection, composition and evaluation of Board committeescommittees; and (vi) overseeing the management continuity and succession planning process. The Nominating/Corporate Governance Committee met two times during 2011.

The Nominating/Corporate Governance Committee reviews, following the end of the Company’s fiscal year, the composition of the Board of Directors and the ability of its current members to continue effectively as directors for the upcoming fiscal year. In the ordinary course, absent special circumstances or a change in the criteria for Board membership, the Nominating/Corporate Governance Committee will re-nominate incumbent directors who continue to be qualified for Board service and are willing to continue as directors. If the Nominating/Corporate Governance Committee thinks it is in the Company’s best interest to nominate a new individual for director, or fill a vacancy on the Board which may exist from time to time, the Nominating/Corporate Governance Committee will seek out potential candidates for Board appointments who meet the criteria for selection as a nominee and have the specific qualities or skills being sought as follows. Generally, the Nominating/Corporate Governance Committee will identify candidates for directorships through the business and other organization networks of the directors and management. Candidates for director will be selected on the basis of the contributions the Nominating/Corporate Governance Committee believes that those candidates can make to the Board and to management and on such other qualifications and factors as the Nominating/Corporate Governance Committee considers appropriate. Board candidates should have a reputation for honesty and integrity, strength of character, mature judgment and experience in positions with a high degree of responsibility. In addition to reviewing a candidate’s background and accomplishments, candidates for director are reviewed in the context of the current composition of the Board and the evolving needs of the Company. While the Board does not have a formal diversity policy and the Nominating/Corporate Governance Committee does not follow

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any ratio or formula with respect to diversity in order to determine the appropriate composition of the Board, the Board prefers a mix of background and experience among its members. Accordingly, pursuant to the Company’s Corporate Governance Guidelines, the Nominating/Corporate Governance Committee, when assessing potential new directors, seeks individuals from diverse professional backgrounds who provide a broad range of skills, experience and expertise relevant to the Company’s business. The goal of this process is to assemble a group of Board members with deep, varied experience, sound judgment, and commitment to the Company’s success. The Company also requires that its Board members be able to dedicate the time and resources sufficient to ensure the diligent performance of their duties on the Company’s behalf, including attending Board and applicable committee meetings. If the Nominating/Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it will recommend the candidate’s election to the full Board.

Under the Company’s Bylaws, nominations for directors may be made only by or at the direction of the Board of Directors, or by a shareholder entitled to vote who delivers written notice (along with certain

additional information specified in the Company’s Bylaws) not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders. However, if the date of the Company’s annual meeting of shareholders changes by more than 30 days from the date of the preceding year’s annual meeting of shareholders, written notice of a director nomination must be received by the Company within ten days after the Company first mails notice of or publicly discloses the date of the annual meeting of shareholders.  For the Company’s 20132014 Annual Meeting of Shareholders, the Company must receive shareholder notice of a director nomination (i) between August 15March 11, 2014 and September 14, 2013April 10, 2014 or (ii) if the Company’s 20132014 Annual Meeting of Shareholders is held prior to November 13, 2013,more than 30 days before or after July 9, 2014, within ten days after the Company first mails notice of or publicly discloses the date of the meeting.

Investment Committee

In addition to the Audit, Compensation and Nominating/Corporate Governance Committees, the Board has also established an Investment Committee. D. Keith Cobb, Chairman, Alan B. Levan, John E. Abdo, Darwin Dornbush, Joel Levy and Seth M. Wise currently serve as the members of the Investment Committee. The Investment Committee assists the Board in supervising and overseeing the management of the Company’s investments in capital assets.  Alan B. Levan, John E. Abdo, Jarett S. Levan and Seth M. Wise currently serve as the members of the Investment Committee.  D. Keith Cobb also served as a member of the Investment Committee until his resignation from the Board during April 2013. The Investment Committee did not hold any formal meetings during 2011.2012.

Leadership Structure

The business of the Company is managed under the direction of the Board, which is elected by the Company’s shareholders. The basic responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director believes to be the best interests of the Company and its shareholders. The Board’s current leadership structure combines the position of Chairman and Chief Executive Officer, and Alan B. Levan has held this dual position since 1978. The Company believes that the combination of these two positions has been an appropriate and suitable structure for the Board’s function and efficiency, as Mr. Levan serves as the direct link between senior management and the Board.  Further, as the founder of the I.R.E. Group (predecessor to the Company) in 1972 and the Chairman, Chief Executive Officer and President of the Company for over 3035 years, Mr. Levan is in a position to provide critical insight to the Board and feedback to senior management through his long-term relationships and understanding of the Company’s business and prospects.

Risk Oversight

The Board is responsible for overseeing management and the business and affairs of the Company, which includes the oversight of risk. In exercising its oversight, the Board has allocated some areas of focus to its committees and has retained areas of focus for itself. Pursuant to its charter, the Audit Committee is responsible for assuring that the Board is provided the information and resources to assess management’s handling of the Company’s approach to risk management. The Audit Committee also has oversight responsibility for the Company’s financial risk (such as accounting, finance, internal control and tax strategy), and the Audit

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Committee or the full Board receives and reviews, as appropriate, the reports of the Company’s internal audit group regarding the results of its annual Company-wide risk assessment and internal audit plan. Reports of all internal audits are provided to the Audit Committee. The Compensation Committee oversees compliance with the Company’s executive compensation plans and related laws and policies.  The Nominating/Corporate Governance Committee oversees compliance with governance-related laws and policies, including the Company’s Corporate Governance Guidelines. The Board as a whole has responsibility for overseeing management’s handling of the Company’s strategic and operational risks. Throughout the year, senior management reports to the Board the risks that may be material to the Company, including those disclosed in the Company’s quarterly and annual reports filed with the SEC. The goal of these processes is to achieve serious and thoughtful Board-level attention to the nature of the material risks faced by the Company and the adequacy of the Company’s risk management processes and systems. While the Board recognizes that the risks which the Company faces are not static, and that it is not possible to mitigate all risk and uncertainty all of the time, the Board believes that the Company’s approach to managing its risks provides the Board with the proper foundation and oversight perspective with respect to management of the material risks facing the Company.

Executive Sessions of Non-Management Directors

During 2011,2012, the Company’s non-management directors met twothree times in executive sessions of the Board in which management directors and other members of management did not participate.  Neil Sterling was the presiding director for these sessions.  The non-management directors have scheduled regular meetings in March and September of each year and may schedule additional meetings without management present as they determine to be necessary.

Communications with the Board of Directors and Non-Management Directors

Interested parties who wish to communicate with the Board of Directors, any individual director or the non-management directors as a group can write to the Company’s Secretary at the Company’s principal executive offices which are currently located at 2100 West Cypress Creek Road,400 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33309.33301.  If the person submitting the letter is a shareholder, the letter should include a statement indicating such.  Depending on the subject matter, the Company will:

A member of management will, at each meeting of the Board, present a summary of all letters received since the last meeting that were not forwarded to the Board and will make those letters available to the Board upon request.

Code of Ethics

The Company has a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available on the Company’s website atwww.bfcfinancial.com. The Company will post amendments to or waivers from the Code of Business Conduct and Ethics (to the extent applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer) on its website.

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Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of the copies of the forms furnished to the Company and written representations that no other reports were required, the Company believes that all filing requirements under Section 16(a) of the Exchange Act applicable to its officers, directors and greater than 10% beneficial owners were complied with on a timely basis during the year ended December 31, 2011.2012.  

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PROPOSAL NO. 1—1 - ELECTION OF DIRECTORS

The Company’s Bylaws currently provide forthat the Board of Directors toshall consist of no less than three and noor more than fifteen directors, and for each director to serve for a term expiring at the Company’s next annual meeting of shareholders. The specific number of directors is set from time to time by resolution of the Board.  The Board of Directors currently consists of eleventen directors.

All eleventen of the Company’s directors have been nominated for re-election at the Annual Meeting to serve for a term expiring at the Company’s 20132014 Annual Meeting of Shareholders.  Each of the director nominees was recommended for election by the Nominating/Corporate Governance Committee and has consented to serve for his term. If any director nominee should become unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Except as otherwise indicated, no director nominee or director continuing in office has had any change in principal occupation or employment during the past five years.

Directors Standing for Election

for Terms Expiring at the Company’s 20132014 Annual Meeting of Shareholders

Alan B. Levan, age 68, formed the I.R.E. Group (predecessor to the Company) in 1972. Since 1978, he has been Chairman, President and Chief Executive Officer of the Company or its predecessors. Since 1994, he has been Chairman of the Board and Chief Executive Officer of BBX Capital, and he served as Chairman of the Board of BankAtlantic, BBX Capital’s former banking subsidiary, from 1987 until the completion of theJuly 2012 when BankAtlantic Sale during July 2012.was sold to BB&T Corporation (“BB&T”). Since 2002, Mr. Levan has also served as Chairman of the Board of Bluegreen Corporation (“Bluegreen”), which was a publicly traded company with common stock listed on the NYSE until April 2013 when Woodbridge acquired all of the shares of Bluegreen’s common stock not previously owned by Woodbridge in a cash merger transaction (the “Bluegreen Merger”).    The Company and heBBX Capital own 54% and 46%, respectively, of Woodbridge’s outstanding membership interests. Prior to the Bluegreen Merger, the Company, indirectly through Woodbridge, owned approximately 54% of Bluegreen’s outstanding common stock. Mr. Levan also served as a director of Benihana from June 2009 until the completion of theAugust 2012, when Benihana Merger during August 2012. He was alsoacquired by Safflower, and as Chairman of the Board and Chief Executive Officer of Woodbridge Holdings Corporation from 1985 until the consummation of the merger between the CompanySeptember 2009, when it merged with and into Woodbridge in September 2009Holdings, LLC (the “Woodbridge Merger”).  References to “Woodbridge” herein refer to Woodbridge Holdings Corporation prior to the consummation of the Woodbridge Merger and Woodbridge Holdings, LLC, the surviving company of the Woodbridge Merger, and a wholly owned subsidiary of the Company, following the consummation of the Woodbridge Merger. The Company’s Board of Directors believes that Mr. Levan is a strong operating executive and that his proven leadership skills enhance the Board and the Company.  The Company’s Board of Directors also believes that Mr. Levan’s management and directorship positions at the Company and BBX Capital and his directorship position at Bluegreenits subsidiaries provide the Board with critical insight regarding the business and prospects of each company.the organization. Alan B. Levan is the father of Jarett S. Levan.

John E. Abdo, age 69, has served as Vice Chairman of the Company since 1993 and Vice Chairman of BBX Capital since 1994. He was also Vice Chairman of the Board of BankAtlantic and Chairman of its Executive Committee from April 1987 and October 1985, respectively, until the completion of theJuly 2012 when BankAtlantic Sale during July 2012.was sold to BB&T.  Mr. Abdo has also served as Vice Chairman of the Board of Bluegreen since 2002. He served on the Board of Directors of Benihana from 1990, including service as Vice Chairman, until the completion of theAugust 2012 when Benihana Merger during August 2012.was acquired by Safflower. Mr. Abdo is also President of Abdo Companies, Inc., a member of the Board of Directors of the Performing Arts Center Authority (“PACA”) and former President and current director and Chairman of the Finance Committee of the Broward Performing Arts Foundation. Mr. Abdo served as Vice Chairman of Woodbridge from 2001 until the consummation of the Woodbridge Merger during September 2009. The Company’s Board of Directors believes that it benefits from Mr. Abdo’s contributions to the Board, many of which are the result of his extensive knowledge of the Florida business

community and the business and affairs of the Company BBX Capital and Bluegreenits subsidiaries based on his long history of service on behalf of those companies.service. The Board also believes that Mr. Abdo’s real estate background provides additional perspective to the Board.

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Darwin Dornbush, age 82,83, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2003. Mr. Dornbush has been a partner in the law firm of Dornbush Schaeffer Strongin & Venaglia, LLP since 1964. He also served as Secretary of Cantel Medical Corp., a healthcare company, until 2010 and as a director of that company until 2009. In addition, Mr. Dornbush served as a member of the Board of Directors of Benihana from 1995 through 2005 and again from 2009 through January 2012. From 1983 until 2008, he served as Secretary of Benihana and its predecessor. The Company’s Board of Directors believes that it benefits from Mr. Dornbush’s experience in legal and business matters gained from his career as a practicing attorney and his previous and current memberships on public company boards.

Oscar Holzmann, age 70, has been an Associate Professor of Accounting at the University of Miami School of Business since 1980. He received his Ph.D. in Business Administration from Pennsylvania State University in 1974. The Company’s Board of Directors believes that Mr. Holzmann’s background gives him a unique perspective and position to contribute to the Board. His accounting and financial knowledge also make him a valuable member of the Company’s Audit Committee.

Jarett S. Levan, age 39, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger and was appointed to serve as Executive Vice President of the Company during April 2011. He is the President and a director of BBX Capital.  He served as the Chief Executive Officer and President of BankAtlantic until the completion of theJuly 2012 when BankAtlantic Sale during July 2012.was sold to BB&T.  Mr. Levan also served in various other capacities at BankAtlantic, including as Executive Vice President and Chief Marketing Officer; President, Alternative Delivery; President, BankAtlantic.com; and Manager of Investor Relations. He joined BankAtlantic as an attorney in the Legal Department in January 1998. He also serves as Chairman of Business for the Arts of Broward and as a director of the Broward Center for the Performing Arts, the Fort Lauderdale Museum of Art, the Museum of Discovery and Science (Fort Lauderdale), the Broward Alliance, the Broward Workshop and the Broward County Cultural Council. The Company’s Board of Directors believes that Mr. Levan’s management and directorship positions at BBX Capital allow him to provide insight to the Board with respect to its business and affairs as well as the financial services industry in general. Jarett S. Levan is the son of Alan B. Levan.

Alan J. Levy, age 72,73, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2005. Mr. Levy is the founder and, since 1980, has served as the President and Chief

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Executive Officer of Great American Farms, Inc., an agricultural company involved in the farming, marketing and distribution of a variety of fresh fruits and vegetables. The Company’s Board of Directors believes that Mr. Levy’s leadership skills and business experience gained from his service as the President and Chief Executive Officer of Great American Farms enhances the Board.

Joel Levy, age 72,73, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2003. Mr. Levy is currently the Vice Chairman of Adler Group, Inc., a commercial real estate company, and he served as President and Chief Operating Officer of Adler Group from 1984 through 2007. Mr. Levy also serves as President and Chief Executive Officer of JLRE Consulting, Inc. Mr. Levy is a Certified Public Accountant with vast experience in public accounting. The Company’s Board of Directors believes that Mr. Levy’s experience relating to the real estate industry gained from his executive positions at

Adler Group and JLRE Consulting and his previous directorship at Woodbridge provide meaningful insight to the Board and that, based on his finance and accounting background, Mr. Levy makes important contributions to the Company’s Audit Committee.

William Nicholson, age 66,67, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge since 2003. Since May 2010, Mr. Nicholson has served as a principal of Heritage Capital Group, an investment banking firm. He also served as a principal of Heritage Capital Group from December 2003 through March 2009. In addition, since 2004, Mr. Nicholson has served as President of WRN Financial Corporation and, since 2008, he has been a principal with EXP Loan Services LLC.Corporation. He was also the Managing Director of BSE Management, LLC from March 2009 through April 2010. The Company’s Board of Directors believes that, because of Mr. Nicholson’s extensive knowledge of the capital and financial markets and broad experience working with the investment community, Mr. Nicholson provides important insight to the Board on financial issues.

Neil Sterling, age 61, has been the principal of The Sterling Resources Group, Inc., a business development consulting firm, since 1998. He is also the principal of SRG Technology, LLC, a software development and sales company, and New River Consulting Group, LLC, a business development consulting firm. As a successful business consultant, the Company’s Board of Directors believes that Mr. Sterling brings strategic insight to the Board, both with respect to the Company’s business and investments as well as emerging business models.

Seth M. Wise, age 42,43, has served as a director and Executive Vice President of the Company since September 2009 when he was appointed to such positions in connection with the consummation of the Woodbridge Merger. Mr. Wise was appointed to serve as Executive Vice President of BBX Capital during August 2012. Since July 2005, Mr. Wise has served as President of Woodbridge after serving as its Executive Vice President since September 2003. At the request of Woodbridge, Mr. Wise served as President of Levitt and Sons, LLC, the former wholly owned homebuilding subsidiary of Woodbridge, prior to its filing for bankruptcy on November 9, 2007. He also previously was Vice President of Abdo Companies, Inc. The Company’s Board of Directors believes that Mr. Wise’s real estate-related experience and background enhance the Board’s knowledge with respect to the real estate industry and that it benefits from the insight he brings with respect to the Company’s, BBX Capital’s and Woodbridge’s operations based on his executive positions at those companies.

The Board of Directors Unanimously Recommends that Shareholders

Vote “For” the Election of Each of the Director Nominees.

IDENTIFICATION OF EXECUTIVE OFFICERS

The following individuals are executive officers of the Company:

All executive officers serve until they resign or are replaced or removed by the Board of Directors.  Biographical information for each of the Company’s executive officers other than Mr. Grelle is set forth in “Proposal No. 1—1 – Election of Directors” above.

John K. Grelle,  age 69, joined the Company as acting Chief Financial Officer during January 2008 and was appointed Executive Vice President and Chief Financial Officer during May 2008, Chief Risk Officer during September 2011and Chief Accounting Officer during November 2012. Mr. Grelle has also served as Chief Financial Officer and principal accounting officer of BBX Capital since August 2012. In addition, Mr. Grelle served as Executive Vice President, Chief Financial Officer and principal accounting officer of Woodbridge from May 2008 until the consummation of the Woodbridge Merger during September 2009. Prior to joining the Company, Mr. Grelle served as a Partner of Tatum, LLC, an executive services firm.firm, from October 2007 until January 2008 when he joined BFC. From 2003 through October 2007, when Mr. Grelle joined Tatum, LLC, Mr. Grelle was the founder and principal of a business formation and strategic development consulting firm. Mr. Grelle has also been employed in various other executive and financial positions throughout his career.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company may be deemed to be controlled by Alan B. Levan, who serves as Chairman, Chief Executive Officer and President of the Company, and John E. Abdo, who serves as Vice Chairman of the Company. Together, Messrs.Mr. Alan Levan and Mr. Abdo may be deemed to beneficially own shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 72% of71% the Company’s total voting power. See “Security Ownership of Certain Beneficial Owners and Management” below for further information with respect to the share ownership of each of Messrs.Mr. Alan Levan and Mr. Abdo.

The Company may be deemed to beis the controlling shareholder of BBX Capital and Bluegreen. The Company also had a direct non-controlling interest in Benihana until the completion of the Benihana Merger during August 2012.Capital.  Mr. Alan B. Levan and John E.Mr. Abdo are each executive officers and directors of BBX Capital, and directors of Bluegreen. They alsothey served as executive officers and directors of BankAtlantic until the completion of the BankAtlantic Sale during July 2012 and directors of Benihana until the completion of the Benihana Merger during August 2012.when BBX Capital sold BankAtlantic to BB&T.  In addition, Jarett S. Levan, the son of Alan B. Levan, is an executive officer and director of the Company and BBX Capital, and he was an executive officer and director of BankAtlantic until the completionits sale to BB&T in July 2012. Further, Seth M. Wise, an executive officer and director of the BankAtlantic SaleCompany, and John K. Grelle, an executive officer of the Company, were each appointed to serve as an executive officer of BBX Capital during July 2012. Mr. Jarett Levan’s total compensation from BBX Capital (including compensation from BankAtlantic) was approximately $480,893$2,533,759 and $700,677$480,893 during the years ended December 31, 20112012 and 2010,2011, respectively. In addition, Mr. Jarett Levan received compensation from the Company valued at a total oftotaling approximately $1,277,810 and $115,500 and $55,000 duringfor the years ended December 31, 2012 and 2011, respectively. Mr. Wise and 2010,Mr. Grelle received compensation from BBX Capital totaling $2,370,571 and $170,654, respectively, for the year ended December 31, 2012.  Mr. Grelle received compensation from the Company totaling $724,698 and $436,120 for the years ended December 31, 2012 and 2011, respectively. See “Executive Compensation—Summarythe “Summary Compensation Table” belowabove for information regarding the compensation paid to Messrs.Mr. Alan Levan, Mr. Abdo and AbdoMr. Wise by the Company, BBX Capital (including compensation from BankAtlantic) and, with respect to Mr. Alan Levan and Mr. Abdo, Bluegreen for the years ended December 31, 20112012 and 2010. During August 2012, Seth M. Wise, Executive Vice President and a director of2011.

As described in further detail below, the Company and John K. Grelle, Executive Vice President, Chief Financial OfficerBBX Capital own 54% and Chief Risk Officer46%, respectively, of the outstanding equity interests in Woodbridge, which is the sole shareholder of Bluegreen as a result of the consummation of the Bluegreen Merger on April 2, 2013.  Prior to the Bluegreen Merger, the Company,  were appointed

indirectly through Woodbridge, owned approximately 54% of Bluegreen’s outstanding common stock.  In addition, Mr. Alan Levan and Mr. Abdo served, and continue to serve, as ExecutiveChairman and Vice President and Chief Financial Officer,Chairman, respectively, of BBX Capital.Bluegreen.  The Company also had a direct non-controlling interest in Benihana, and Mr. Alan Levan and Mr. Abdo served as directors of Benihana, in each case until August 2012 when Benihana was acquired by Safflower. 

On April 2, 2013, Bluegreen and a wholly owned subsidiary of Woodbridge consummated the Bluegreen Merger, pursuant to which Woodbridge acquired all of the outstanding shares of Bluegreen’s common stock not previously owned by Woodbridge. Pursuant to the terms of the merger agreement between the parties, dated as of November 14, 2012, Bluegreen’s shareholders (other than Woodbridge, whose shares of Bluegreen’s common stock were canceled in connection with the merger without any payment therefor) received consideration of $10.00 in cash for each share of Bluegreen’s common stock that they held at the effective time of the merger, including unvested restricted shares. In addition, each option to acquire shares of Bluegreen’s common stock that was outstanding at the effective time of the merger, whether vested or unvested, was canceled in exchange for the holder’s right to receive the excess, if any, of the $10.00 per share merger consideration over the exercise price per share of the option. The aggregate merger consideration was approximately $149 million.  As a result of the merger, Bluegreen, which was the surviving corporation of the merger, became a wholly owned subsidiary of Woodbridge.

In connection with the financing of the Bluegreen Merger, the Company and Woodbridge entered into a Purchase Agreement with BBX Capital on April 2, 2013 (the “Purchase Agreement”).  Pursuant to the terms of the Purchase Agreement, BBX Capital invested $71.75 million in Woodbridge contemporaneously with the closing of the merger in exchange for a 46% equity interest in Woodbridge. The Company continues to hold the remaining 54% of Woodbridge’s outstanding equity interests. BBX Capital’s investment in Woodbridge consisted of $60 million in cash and a promissory note in Woodbridge’s favor in the principal amount of $11.75 million (the “Note”). The Note has a term of five years, accrues interest at a rate of 5% per annum and provides payments of interest only on a quarterly basis during the term of the Note, with all outstanding amounts being due and payable at the end of the five-year term. In connection with BBX Capital’s investment in Woodbridge, the Company and BBX Capital entered into an Amended and Restated Operating Agreement of Woodbridge, which sets forth the Company’s and BBX Capital’s respective rights as members of Woodbridge and provides for, among other things, unanimity on certain specified “major decisions” and distributions to be made on a pro rata basis in accordance with the Company’s and BBX Capital’s respective percentage equity interests in Woodbridge. 

The Company and Bluegreen were previously party to a merger agreement, dated November 11, 2011, the Companywhich provided for Bluegreen to merge with and BXG Florida Corporation,into a wholly owned subsidiary of the Company throughand for Bluegreen’s shareholders (other than Woodbridge (“Merger Sub”), entered into a merger agreement (the “2011 Merger Agreement”) with Bluegreen which contemplated the mergerand shareholders of Bluegreen who duly exercised appraisal rights in accordance with and into Merger Sub and for holders of Bluegreen’s common stock (other than the Company, directly or indirectly through its subsidiaries)Massachusetts law) to receive eight shares of the Company’s Class A Common Stock for each share of Bluegreen’s common stock that they heldhold at the effective time of the merger. Consummation of theThe November 2011 merger pursuant to the 2011 Merger Agreementagreement was subject to a number of closing conditions, includingconditioned upon, among other things, the listing of the Company’s Class A Common Stock on a national securities exchange at the effective time of the merger.  Due to the inability to satisfy all requiredthis closing conditions, effectivecondition, on November 14, 2012, the parties agreed to terminate the November 2011 Merger Agreementmerger agreement and entered into the 2012 Merger Agreementcash merger agreement described below.above.

On November 14, 2012,May 7, 2013, the Company Woodbridge and BBX Merger Sub, LLC, a newly formed wholly owned subsidiary of the Company (“Merger Sub”), entered into a new definitive merger agreement with Bluegreen (the “2012 Merger Agreement”). PursuantBBX Capital. The merger agreement provides for BBX Capital to the 2012 Merger Agreement, Merger Sub would merge with and into Bluegreen,Merger Sub, with BluegreenMerger Sub continuing as the surviving corporationcompany of the merger and a wholly owned subsidiary of Woodbridge. Subject tothe Company. Under the terms and conditions of the 2012 Merger Agreement, Bluegreen’smerger agreement, BBX Capital’s shareholders (other than the Company directly or indirectly through its subsidiaries, and shareholders of Bluegreen who duly exercise and perfect their appraisal rights in accordance with MassachusettsFlorida law) will be entitled to receive consideration5.39 shares of $10.00the Company’s Class A Common Stock in cashexchange for each share of Bluegreen’s common stockBBX Capital’s Class A Common Stock that they hold at the effective time of the merger. In addition, eachmerger (as such exchange ratio may be adjusted in accordance with the terms of the merger agreement, the “Exchange Ratio”).  Each option to acquire shares of Bluegreen’s common stockBBX Capital’s Class A Common Stock that is outstanding at the effective time of the merger, whether or not then exercisable, or unexercisable, will

be canceled in exchange forconverted into an option to acquire shares of the holder’s right to receive, with respect to each shareCompany’s Class A Common Stock and be subject to the same terms and conditions as in effect at the effective time of the merger, except that the number of shares which may be acquired upon exercise of the option will be multiplied by the $10.00 per share merger consideration lessExchange Ratio and the exercise price of the option.option will be divided by the Exchange Ratio. In addition, each Bluegreenshare of BBX Capital’s Class A Common Stock subject to a restricted stock award outstanding at the effective time of the merger will convertbe converted into the right to receive, with respect to eacha restricted share of Bluegreen’s common stockthe Company’s Class A Common Stock and be subject to the same terms and conditions as in effect at the effective time of the merger, except that the number of shares subject to the award will be multiplied by the $10.00 per share merger consideration.Exchange Ratio.  Consummation of the merger is subject to a

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number ofcertain closing conditions, including, without limitation, the approval of Bluegreen’sthe Company’s and BBX Capital’s respective shareholders, the Company’s Class A Common Stock being approved for listing on a national securities exchange (or interdealer quotation system of a registered national securities association) at the effective time of the merger, holders of not more than 10% of BBX Capital’s Common Stock exercising appraisal rights, and Woodbridge obtaining the financing necessaryabsence of any “Material Adverse Effect” (as defined in the merger agreement) with respect to payeither the aggregateCompany or BBX Capital. The Company has agreed in the merger consideration.agreement to vote all of the shares of BBX Capital’s Common Stock that it owns in favor of the merger agreement, which would constitute the requisite approval of the merger agreement by BBX Capital’s shareholders under Florida law. The companies currently expect to consummate the merger promptly after all conditions to closing are satisfied.  There is no assurance that the merger will be consummated on the currently contemplated terms or at all. The Company’s shareholders will not be asked to vote on the merger at the Annual Meeting, but instead the Company will hold a special meeting of its shareholders in the future to consider and vote on the merger.

The following table presents related party transactionsinformation relating to the shared serviceservices arrangements  between the Company, BBX Capital (including BankAtlantic) and Bluegreen, as well asand the information technology services agreement between BFCthe Company and BBX Capital (including BankAtlantic), for the years ended December 31, 20112012 and 2010. All amounts were eliminated in consolidation (in thousands).2011.

(a)  Pursuant to the terms of shared services agreements between the Company and BBX Capital, prior to BBX Capital’s sale of BankAtlantic to BB&T during July 2012, subsidiaries of the Company provided human resources, risk management, investor relations, executive office administration and other services to BBX Capital.  Subsidiaries of the Company continue to provide risk management and administrative services to BBX Capital.  Subsidiaries of the Company also provide certain risk management and administrative services to Bluegreen. The costs of shared services are allocated based upon the usage of the respective services. 

(b)  As part of the shared services arrangement, the Company paid BankAtlantic and Bluegreen for the cost of office facilities utilized by the Company and its shared services operations. The Company also paid BankAtlantic approximately $60,000 and $91,000 for information technology related services for the years ended December 31, 2012 and 2011, respectively, pursuant to a separate agreement.

In June 2010, BBX Capital and BankAtlantic entered into a real estate advisory service agreement with the Company for assistance relating to the work-out of loans and the sale of real estate owned. Under the terms of the agreement, the Company received a monthly fee of $12,500 from each of BankAtlantic and BBX Capital and BankAtlantic and, if the Company’s efforts resulted in net recoveries of any non-performing loan or the sale of real estate owned, the Company would receivereceived a fee equal to 1% of the net value recovered. During the years ended

December 31, 20112012 and 2010,2011, the Company was paid approximately $0.7received an aggregate of $0.3 million and $0.8$0.7 million, respectively, of real estate advisory service fees under this agreement.

The above-described agreements between BFCthe Company and BankAtlantic were either terminated effective upon the closing of the sale of BankAtlantic Sale onto BB&T during July 31, 2012 or were assumed by BB&T for a limited period of time after consummation of the BankAtlantic Sale and, followingtransaction.  As a result of the BankAtlantic Sale,transaction, these agreements are no longer considered related party transactions.

In connection with BBX Capital’s then ongoing rights offering to its shareholders, during June 2010, the Company loaned approximately $8.0 million to BBX Capital. BBX Capital executed a promissory note in favor of the Company with a maturity date of July 30, 2010. The note provided for payment either in cash or shares of BBX Capital’s Class A Common Stock, depending on the results of the rights offering and the number of shares allocable to the Company pursuant to its exercise of subscription rights in the rights offering. During July 2010, BBX Capital satisfied the promissory note in full through the issuance of shares of its Class A Common Stock, which were in addition to the shares previously issued to the Company as a result of its exercise of subscription rights in the rights offering.

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As ofAt December 31, 2011, and 2010, the Company had cash and cash equivalents accounts at BankAtlantic with balancesa balance of approximately $0.2 million and $1.8 million, respectively.million. These accounts were on the same general terms as deposits made by unaffiliated third parties. The Company received nominal interest with respect to these accounts during the years ended December 31, 2011 and 2010.

In addition to the accounts described above, during 2010, the Company invested funds at BankAtlantic through the Certificate of Deposit Account Registry Service (“CDARS”) program, which facilitates the placement of funds into certificates of deposit issued by other financial institutions in increments less than the standard Federal Deposit Insurance Corporation (“FDIC”) insurance maximum to insure that both principal and interest are eligible for full FDIC coverage. During the year ended December 31, 2010, the Company had up to $7.7 million deposited at BankAtlantic through the CDARS program. The Company did not have any funds invested through this program at BankAtlantic as of December 31, 2010 or at any time during the year ended December 31, 2011.

In December 2012, the Company entered into an agreement with BBX Capital pursuant to which BBX Capital provides office facilities to the Company at BBX Capital’s and the Company’s principal executive offices.  Under the terms of the agreement, the Company reimburses BBX Capital at cost for certain costs and expenses related to the office facilities provided.  During December 2012, the Company incurred $38,000 of expense under this agreement.

In prior periods, BBX Capital issued options to purchase shares of itsBBX Capital’s Class A Common Stock to employees of the Company.  Additionally, certain employees of BBX Capital have transferred to affiliate companies, and BBX Capital has elected, in accordance with the terms of itsBBX Capital’s stock option plans, not to cancel the stock options held by those former employees. BBX Capital from time to time also issues options and restricted stock awards to employees of the Company that perform services for BBX Capital. During the year ended December 31, 2010, BBX Capital granted 15,000 restricted shares of its Class A Common Stock to employees of the Company that performed services for BBX Capital. These stock awards were scheduled to vest in equal annual installments over a four-year period but were accelerated and immediately vested upon consummation of the BankAtlantic Sale on July 31, 2012. There were no options exercised by former BBX Capital employees during the years ended December 31, 2011 or 2010. Expenses relating to all options and restricted stock awards granted by BBX Capital to employees of the Company as described in this paragraph, were approximately $51,000$19,000 and $77,000$51,000 for the years ended December 31, 2012 and 2011, and 2010, respectively.  The Company reimbursed BBX Capital for the full amount of these expenses. 

There were no options exercised by former employees of BBX Capital during the years ended December 31, 2012 or 2011. During 2012, BBX Capital’s options and non-vestedCompensation Committee approved the acceleration of vesting of 7,500 restricted stock outstandingawards of BBX Capital’s Class A Common Stock previously issued to non-executive employees of the Company consistedsuch that they fully vested upon closing of BBX Capital’s sale of BankAtlantic to BB&T during July 2012.  Additionally, options to acquire 4,944 shares of BBX Capital’s Class A Common Stock issued to non-executive employees of the following asCompany were forfeited upon the closing of December 31, 2011 and 2010:the BankAtlantic sale.

The Company and BBX Capital utilize certain services of the law firm of Greenspoon Marder, successor to Ruden, McClosky, Smith, Schuster & Russell, P.A. (“Ruden McClosky”). Bruno Di Giulian, a director of BBX Capital, was of counsel to Ruden McClosky until his retirement from the firm in 2006.  From the date of his retirement through October 2011, Mr. Di Giulian was paid approximately $12,000 per year in residual compensation from Ruden McClosky. During the yearsyear ended December 31, 2011, the Company and 2010, BBX Capital paid fees to Ruden McClosky totaling $250,000 and $181,000, respectively, and the Company paid fees to Ruden McClosky totaling $19,000 and $203,000,$250,000, respectively.

  Bruno Di Giulian is currently a partner in the law firm of Conrad & Scherer, LLP.  During the year ended December 31, 2010, Bluegreen reimbursed the Company approximately $1.4 million2012, BBX Capital paid fees to Conrad & Scherer, LLP totaling $286,000 for certain expenses incurred in assisting Bluegreen in its efforts to explore additional sources of liquidity. Additionally, duringlegal services provided by such law firm.

During the years ended December 31, 20112012 and 2010,2011, Bluegreen paid a subsidiary of the Company approximately $0.7$0.6 million and $1.3$0.7 million, respectively, for a variety of management advisory services. In addition, the Company had an agreement with Bluegreen relating to the maintenanceengagement of different independent registered public accounting firms, as PricewaterhouseCoopers LLP served as the Company’s independent registered public accounting firm for the years ended December 31, 2010 and 2011, while Ernst & Young LLP

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served as Bluegreen’s independent registered public accounting firm for such years.firms. Pursuant to this agreement, Bluegreen reimbursed the Company during the years ended December 31, 2012 and 2011 approximately $0.6$0.4 million and $0.5 million, in connection with certain review procedures performedrespectively, for fees paid by the Company to PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm (“PwC”), for services performed at Bluegreen as part of itsPwC’s annual audit of the Company’s consolidated financial statements for 2010 and 2011, respectively. As describedstatements. This agreement was terminated in further detail below,connection with Bluegreen’s decision during October 2012 Bluegreen dismissed Ernst & Young LLPto engage PwC to serve as its independent registered public accounting firm and appointed PricewaterhouseCoopers LLP as its independent registered public accounting firm forfirm.

Additionally, during the year endingended December 31, 2012.2011, Bluegreen reimbursed the Company approximately $0.1 million for certain expenses incurred in assisting Bluegreen in its efforts to explore additional sources of liquidity.

Beginning in 2009, Bluegreen entered into a land lease with Benihana, which constructed and operates a restaurant on one of Bluegreen’s land parcels.resort properties. Under the terms of the lease, Bluegreen receives payments from Benihana of approximately $0.1 million annually.

During December 2009, Benihana engaged a subsidiary of the Company to provide certain management, financial advisory and other consulting services. For the year ended December 31, 2010, the consulting fees payable to the Company’s subsidiary under this arrangement were approximately $650,000. This engagement ceased during November 2010. In addition, during 2010, Benihana engaged a separate subsidiary of the Company to provide insurance and risk management services. For the year ended December 31, 2010, the Company’s subsidiary received approximately $45,000 under this arrangement. This engagement ceased during January 2011.

Certain of the Company’s affiliates, including its executive officers, have independently made investments with their own funds in both public and private entities that the Company sponsored in 2001 and in which it holds investments.

COMPENSATION of named executive officers

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

The following table sets forth certain summary information concerning compensation which, during the fiscal years ended December 31, 20112012 and 2010,2011, the Company, BBX Capital (including BankAtlantic) and Bluegreen paid to or accrued on behalf of the Company’s Chief Executive Officer and each of the next two most highly compensated executive officers of the Company during the fiscal year ended December 31, 20112012 (collectively, the “Named Executive Officers”).

(1)  Amounts identified as BFC represent amounts paid or accrued by the Company. Amounts identified as BBX represent amounts paid or accrued by BBX Capital. Amounts identified as BXG represent amounts paid or accrued by Bluegreen.

(2)  Represents discretionary cash bonuses paid to or accrued by the Company or BBX Capital on behalf of the Named Executive Officers during the year ended December 31, 2012, in each case based on a subjective evaluation of their overall performance in areas outside those that can be objectively measured from financial results.  See “Employment Agreements” below for additional information regarding these bonuses.

The(3)  Represents the aggregate grant date fair value of “Perquisitesthe restricted stock awards granted to the Named Executive Officers pursuant to their respective employment agreements with the Company and BBX Capital, as described in further detail under “Employment Agreements” below.  Assumptions used in the calculation of the grant date fair value of these awards are included in Note 23 to the Company’s audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on April 1, 2013 (the “Form 10-K”).

(4)  Represents the aggregate grant date fair value of the 450,000 restricted shares of the Company’s Class A Common Stock granted to each of Messrs. Levan and Abdo and 299,975 restricted shares of the Company’s Class A Common Stock granted to Mr. Wise during September 2011. The restricted stock awards were granted under the Company’s 2005 Stock Incentive Plan and will cliff vest at the end of the four year service period on September 16, 2015.  Assumptions used in the calculation of the grant date fair value of these awards are included in Note 23 to the Company’s audited financial statements contained in the Form 10-K.

(5)  Represents the decrease in the actuarial present value of accumulated benefits under the Retirement Plan for Employees of BankAtlantic (the “BankAtlantic Retirement Plan”).  BB&T assumed the BankAtlantic Retirement Plan upon its acquisition of BankAtlantic during July 2012.

(6)  Includes $135,567 of life and disability insurance premium payments and $99,925 of perquisites and other benefits” in the table above was calculated based on their incremental cost to the respective company,benefits, all of which was determined based on the actual cost of providing these “Perquisites and other benefits.” The “Perquisites and other benefits” received in 2011 by Mr. Alan Levan from the Company related to his personal use of the Company’s tickets to entertainment and sporting events.

(7)   Represents management fees paid to Abdo Companies, Inc.  Mr. Abdo is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc.

Messrs. Alan Levan and Abdo are not employees of Bluegreen; however, they serve as Chairman and Vice Chairman, respectively, of Bluegreen’s Board of Directors. As indicated in the table above, Messrs. Alan Levan and Abdo each received a cash fee of $100 from Bluegreen for their service as directors of Bluegreen during 2011. Mr. Abdo also received perquisites and other benefits from Bluegreen valued at $6,251. In addition, during 2008, each of Messrs. Alan Levan and Abdo received, in consideration for his service as Chairman and Vice Chairman, respectively, (i) options to purchase 50,000 shares of Bluegreen’s common stock at an exercise price of $9.31 per share, (ii) options to purchase an additional 71,000 shares of Bluegreen’s common stock at an exercise price of $7.50 per share and (iii) 71,000 shares of restricted Bluegreen stock. Each of the awards granted to Messrs. Alan Levan and Abdo during 2008 is scheduled to vest in May 2013; provided, however, that the vesting of a percentage (of up to 100%) of the options and restricted stock described in clauses (ii) and (iii) above, respectively, will accelerate in certain circumstances. See “Outstanding Equity Awards at Fiscal Year-End 2011” below for additional information regarding equity-based awards of Bluegreen held by Messrs. Alan Levan and Abdo.

Employment Agreements

On November 12,

Effective September 30, 2012, the Company entered into employment agreements with its executive officers, including each of the Named Executive Officers. Under the terms of their respective employment agreements, each of the Named Executive Officers will receive an annual base salary and be entitled to receive bonus

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payments under bonus plans established from time to time by the Compensation Committee or otherwise at the discretion of the Compensation Committee. The following table sets forth information regarding the base salary and bonuses paid or payable to the Named Executive Officers under their respective employment agreements.

In addition, pursuant to the terms of their respective employment agreements, the Company granted 1,852,097 restricted shares of the Company’s Class A Common Stock to each of Mr. Alan Levan and Mr. Abdo, and 926,049 restricted shares of the Company’s Class A Common Stock to Mr. Wise, in each case under the Company’s 2005 Stock Incentive Plan.  However, an aggregate of 2,499,761 of the restricted shares granted to the Named Executive Officers is subject to approval by the Company’s shareholders of an amendment of the Company’s 2005 Stock Incentive Plan to increase the number of shares available for grant under the plan. See “Proposal No. 2—Amendment of the Company’s 2005 Stock Incentive Plan” for information regarding the proposed amendment to the plan. The restricted stock awards are in shares of the Company’s Class A Common Stock and are scheduled to vest in four equal annual installments beginning on September 30, 2013, subject to the applicable Named Executive Officer’s continued employment with the Company and certain other terms and conditions of the awards.

The employment agreements also provide that the Compensation Committee will work with an independent compensation consultant and the Company’s executive management team to develop a “carried interest” compensation plan in which the Named Executive Officers will be entitled to participate.

Each employment agreement has an initial term of three years and provides for annual renewal terms unless either the applicable Named Executive Officer or the Company elects for the agreement to expire at the end of the then-current term or the agreement is earlier terminated pursuant to the employment agreement.   Each employment agreement may be terminated by the Company for “Cause” or “Without Cause” or by the Named Executive Officer for “Good Reason” (as such terms are defined in the employment agreement).  If an employment agreement is terminated withby the Company for “Cause,” the applicable Named Executive Officer will be entitled to receive his base salary through the date of termination.  If an employment agreement is terminated by the Company “Without Cause” or by the Named Executive Officer for “Good Reason,” the applicable Named Executive Officer will be entitled to receive (i) his base salary through the date of termination, (ii) the prorated portion of the Named Executive Officer’s Annual Bonus (based on the average Annual Bonus paid to him during the prior two fiscal years) through the date of termination and (iii) a severance payment as follows.  Each of Mr. Alan Levan and Mr. Abdo will be entitled to receive a severance payment in an amount equal to 2 times the sum of his annual base salary and Annual Bonus opportunity at the date of termination (or 2.99 times the sum of his annual base salary and Annual Bonus opportunity at the date of termination if such termination occurs within two years after a “Change in Control” (as defined in the employment agreement)).

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Mr. Wise will be entitled to receive a severance payment in an amount equal to 1.5 times the sum of his annual base salary and Annual Bonus opportunity at the date of termination (or 2 times the sum of his annual base salary and Annual Bonus opportunity at the date of termination if such termination occurs within two years after a “Change in Control”).  In addition, if a Named Executive Officer’s employment agreement is terminated by the Company “Without Cause” or by the Named Executive Officer for “Good Reason,” all incentive stock options and restricted stock awards previously granted to the Named Executive Officer by the Company but not yet vested will immediately accelerate and fully vest as of the termination date, and the Company will be required to provide the Named Executive Officer with continued benefits, including, without limitation, health and life insurance, for the following periods: (i) two years following the year in which the termination occurs (or three years following the year in which the termination occurs, if such termination occurred within two years after a Change in Control), in the case of each of Mr. Alan Levan and Mr. Abdo, and (ii) eighteen months following the year in which the termination occurs (or two years following the year in which the termination occurs, if such termination occurred within two years after a Change in Control), in the case of Mr. Wise.  Each employment agreement will also be terminated upon the Named Executive Officer’s death, in which case the applicable Named Executive Officer’s estate will be entitled to receive his base salary through the date of his death and the prorated portion of the Named Executive Officer’s Annual Bonus (based on the average Annual Bonus paid to him during the prior two fiscal years) through the date of his death.

Each Named Executive Officer also agreed in his respective employment agreement to enter into a non-disclosure, non-competition, confidentiality and non-solicitation of customers agreement with the Company on terms acceptable to both the Named Executive Officer and the Company. Entry into such agreement is a condition to the Company’s obligation to make and provide the post-termination payments and benefits described in the preceding paragraph.

On November 12,

Effective September 30, 2012, BBX Capital entered into employment agreements with certain of its executive officers, including each of the Named Executive Officers. The terms of the Named Executive Officers’ respective employment agreements with BBX Capital are substantially the same as those described above with respect to their employment agreements with the Company, except for the bonus amounts paid to the Named Executive Officers and the amount of restricted stock awards granted to the Named Executive Officers upon their entry into the employment agreements.Officers.  Each of Mr. Alan Levan and Mr. Abdo received a bonus of $1,100,000 upon entry into his employment agreement with BBX

Capital and was granted 376,802 restricted shares of BBX Capital restrictedCapital’s Class A Common Stock. Mr. Wise received a bonus of $750,000 upon entry into his employment agreement with BBX Capital and was granted 188,401 restricted shares of BBX Capital restrictedCapital’s Class A Common Stock.  In addition, BBX Capital approved Annual Bonus payments for 2012 of $1,500,000 to each of Messrs. Levan and Abdo and $300,000 to Mr. Wise, which in each case represents the full Annual Bonus opportunity and was based on a subjective evaluation of the Named Executive Officer’s overall performance in areas outside those that can be objectively measured from financial results.

The compensation paid or payableby the Company and BBX Capital for the year ended December 31, 2012 to the Named Executive Officers pursuant to their respective employment agreements with the Company and BBX Capital does not constitute “performance-based compensation” exempt from the $1,000,000 deduction limit of Section 162(m) of the Code.

21Payments Related to the BankAtlantic Sale

In connection with the sale of BankAtlantic to BB&T during July 2012 each of Messrs. Levan and Abdo received $1,500,000 from BB&T in exchange for his entry into a three-year non-competition and employee non-solicitation agreement in favor of BB&T with terms consistent with the restrictive covenants applicable to BBX Capital under the stock purchase agreement between BBX Capital and BB&T.  In addition, Mr. Levan, and Mr. Abdo may receive an additional payment totaling $2,145,179 and $2,123,194, respectively, in connection with BBX Capital’s sale of BankAtlantic.  Each of these amounts represents 2.99 times the average annual salary and bonus paid by BBX Capital and BankAtlantic to the Named Executive Officer for the years ended December 31, 2008, 2009 and 2010, and will be paid by BBX Capital and reimbursed by BB&T only upon the receipt of all required regulatory approvals. 

Outstanding Equity Awards at Fiscal Year-End 20112012

The following table sets forth certain information regarding equity-based awards of the Company held by the Named Executive Officers as of December 31, 2011.2012.