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  UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 24, 2007

BROWN & BROWN, INC.

 

(Exact name of registrant as specified in its charter)

 

 

 

 

Florida

 

 

001-13619

 

 

59-0864469

 

 

 

 

 

 

 

 

(State or other jurisdiction

 

 

(Commission File Number)

 

 

(IRS Employer

 

 

of incorporation)

 

 

 

 

 

Identification No.)

 

 

 

220 South Ridgewood Avenue, Daytona Beach, Florida 32114

 

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:   (386) 252-9601

N/A

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


Item 5.02

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d)           On October 24, 2007, the Board of Directors (the "Board") of Brown & Brown, Inc. (the "Company") elected Wendell S. Reilly and J. Powell Brown, by a unanimous vote, to serve as directors of the Company, effective immediately, until the Company's 2008 annual shareholders' meeting.  Mr. Reilly has been appointed to serve on the Audit Committee and the Nominating/Corporate Governance Committee.  There are no arrangements or understandings between Mr. Reilly or Mr. Powell Brown and any other person pursuant to which Mr. Reilly or Mr. Powell Brown were elected as directors.  There are no transactions in which Mr. Reilly has interests requiring disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.

 

Mr. Powell Brown currently serves as President of the Company.  He is the son of J. Hyatt Brown, the Company's current Chairman of the Board and Chief Executive Officer.  J. Hyatt Brown's compensation information for the 2006 fiscal year has been provided in the Company's 2007 proxy statement.    Mr. Powell Brown's compensation for the 2006 fiscal year totaled $875,828, which was comprised of salary, bonus and dividends paid on stock granted pursuant to the Company's Stock Performance Plan for which the first condition of vesting has been satisfied.  As of October 24, 2007, Mr. Powell Brown had received compensation of $283,132, which is comprised of salary and dividends paid in 2007 on stock granted pursuant to the Company's Stock Performance Plan.

 

                As with all of the Company's non-employee directors, Mr. Reilly will receive the following compensation: (i) $7,500 for each Board meeting attended in person ($1,500 for each Board meeting attended by telephone, rather than in person); (ii) $2,000 for attendance at the annual Board "retreat;" (iii) $1,500 for each committee meeting attended if such meeting occurs other than in conjunction with regularly scheduled quarterly Board meetings; and (iv) an annual grant of $32,000 worth of shares of the Company's common stock.  Directors also are reimbursed for reasonable out-of-pocket expenses incurred in connection with Board meetings.

 

 


Item 7.01

 

Regulation FD Disclosure.

On October 24, 2007, the Company issued a press release announcing the election of Mr. Wendell S. Reilly and Mr. J. Powell Brown to the Board.  A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

 

Item 9.01

 

Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following is furnished herewith:

 

Exhibit No.                            Description

99.1                                         Press Release dated October 24, 2007.            

  

  

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Brown & Brown, Inc.

(Registrant)

 

 

 

Date:    October 30, 2007                                                                               By:/S/ LAUREL L. GRAMMIG                                                                       

                                                                                                                                Laurel L. Grammig

      Vice President, Secretary and General Counsel

 


EXHIBIT INDEX

 

 

 

 

Exhibit No.

 

Description

99.1

 

Press Release dated October 24, 2007.

 

 

 

                                         

                                                                                                News Release

                                                                                                Cory T. Walker

October 24, 2007                                                                    Chief Financial Officer

                                                                                                (386) 239-7250

 

 

BROWN & BROWN, INC. ANNOUNCES THE

EXPANSION OF ITS BOARD OF DIRECTORS

 

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO), announces the election, by unanimous vote of the Board, of Wendell S. Reilly and J. Powell Brown to Brown & Brown, Inc.'s Board of Directors, effective October 24, 2007.

 

Bradley Currey, Jr., Chairman of the Nominating/Corporate Governance Committee of Brown & Brown's Board of Directors, said of the two new members, "I have known Wendell Reilly for many years in connection with his services on behalf of Emory University, where he now serves on the Board of Trustees.  He brings a fresh perspective to the Board as we guide Brown & Brown to the next level. Powell Brown cut his teeth in the insurance business and has proven to be an able leader within the Company for more than a decade."

 

J. Hyatt Brown, the Company's Chairman and Chief Executive Officer, noted, "I can only second Brad's comments; Wendell is a highly regarded business and civic leader. His experience in public companies fits our business model to a "T". His ethic of hard work combined with his business expertise make him a valuable addition to our Board. Powell has industry experience in all aspects of the property and casualty business and is especially adept on the wholesale brokerage side. We look forward to both of their contributions as we continue our pattern of constant and consistent growth."

 

Wendell Reilly (50) is the Managing Partner of Grapevine Partners, LLC, of Atlanta, Georgia, a private equity investment firm focused on media and communications. Previously he was Chairman and Chief Executive Officer of Grapevine Communications, LLC, a group of local TV stations that were merged to form Piedmont Television. Earlier he was the Chief Financial Officer of Haas Publishing and before that the Chief Financial Officer of The Lamar Corporation, the national outdoor advertising company. Mr. Reilly currently serves on the Board of Directors of Lamar Advertising Company, Piedmont Television, and Wesley Woods Center. He is also on the Board of Trustees of Emory University and The Paideia School. Mr. Reilly is a graduate of Emory University and earned an MBA in Finance from Vanderbilt University.

 

J. Powell Brown (40) was elected President of Brown & Brown, Inc., in January 2007. Previously he was a Regional Executive Vice President, since 2002, and also serves in an executive officer capacity for certain Brown & Brown subsidiaries. He oversees most of the Company's wholesale brokerage and public entity operations located throughout the country. From 1998 to 2003, Mr. Brown served as profit center leader of the Company's Orlando, Florida retail office. Prior to that, he was a sales producer and then Marketing Manager in the Daytona Beach, Florida retail office from 1995 to 1998. Before joining Brown & Brown he was with the Continental Insurance Company. A graduate of the University of Florida, with an MBA from Duke University, Mr. Brown serves on the Board of Directors of the SunTrust Bank/Central Florida and the Boggy Creek Gang. Previously he served on the Board of Governors of the Orlando Regional Chamber of Commerce, and as a member of the Board of Directors of Junior Achievement of Central Florida and the Bolles School Board of Visitors.

 

Brown & Brown, Inc. and its subsidiaries offer a broad range of insurance and reinsurance products and services, as well as risk management, third- party administration, managed health care, and Medicare set-aside services and programs. Providing service to business, public entity, individual, trade and professional association clients nationwide, the Company is ranked by Business Insurance magazine as the sixth largest independent insurance intermediary in the United States, as well as in the world. The Company's web address is www.bbinsurance.com. 

 

This press release may contain certain statements relating to future results which are forward-looking statements. These statements are not historical facts, but instead represent only the current belief of Brown & Brown, Inc. and its subsidiaries (collectively the "Company") regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company's control. It is possible that the Company's actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Further information concerning the Company and its business, including factors that potentially could materially affect the Company's financial results, are contained in the Company's filings with the Securities and Exchange Commission. Some factors include: general economic conditions around the country; downward commercial property and casualty premium pressures; the competitive environment; the integration of the Company's operations with those of businesses or assets the Company has acquired or may acquire in the future and the failure to realize the expected benefits of such integration; and the potential occurrence of a disaster that affects certain areas of the States of California, Florida, Georgia, Michigan, New Jersey, New York, Pennsylvania and/or Washington where significant portions of the Company's business are concentrated.  All forward-looking statements included in this press release are made only as of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware. 

 

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