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BROWN & BROWN, INC. |
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(Exact name of registrant as specified in its charter) |
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Florida |
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001-13619 |
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59-0864469 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of incorporation) |
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Identification No.) |
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220 South Ridgewood Avenue, Daytona Beach, Florida 32114 |
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(Address of principal executive offices) (Zip Code) |
Registrant's telephone number, including area code: (386) 252-9601
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N/A |
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(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 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On October 20, 2010, the Board of Directors (the "Board") of Brown & Brown, Inc. (the "Company") elected Timothy R.M. Main to serve as a director of the Company, effective immediately, until the Company's 2011 annual shareholders' meeting. There are no arrangements or understandings between Mr. Main and any other person pursuant to which Mr. Main was elected as a director. There are no transactions in which Mr. Main has an interest requiring disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. |
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As with all of the Company's non-employee directors, Mr. Main will receive the following compensation: (i) $17,500 for each regular quarterly 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;" and (iii) 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. |
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Item 7.01 |
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Regulation FD Disclosure. |
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On October 20, 2010, the Company issued a press release announcing the election of Mr. Main to the Board, as well as certain other information. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. |
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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. |
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Item 9.01 |
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Financial Statements and Exhibits. |
Exhibits.
The following is furnished herewith:
Exhibit No. Description
99.1 Press Release dated October 20, 2010.
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 25, 2010 By: /s/ Laurel L. Grammig
Laurel L. Grammig
Vice President and Secretary
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated October 20, 2010. |
News
Release
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Cory T. Walker |
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October 19, 2010 Chief Financial Officer (386) 239-7250 |
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BROWN & BROWN, INC. ANNOUNCES THE ELECTION OF |
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TIMOTHY R.M. MAIN TO ITS BOARD OF DIRECTORS |
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(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO), today announced the election of Timothy R.M. Main, Managing Director of JP Morgan, a global investment bank, to Brown & Brown, Inc.'s Board of Directors. |
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J. Hyatt Brown, Chairman of the Board, said, "We are pleased to welcome Tim to our Board of Directors. His nomination was enthusiastically approved by our Board members, who agree that he will be a great addition to our ranks. The proven leadership ability, strong work ethic, and dedication and drive that have characterized his noteworthy career exemplify the best of the Brown & Brown culture." |
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Chilton D. Varner, who chairs the Nominating/Corporate Governance Committee of the Company's Board of Directors, observed, "Tim brings a wealth of experience to the Board and will offer a unique perspective drawn from his decades of experience working with bank, insurance, specialty finance, broker dealer, asset management, securities and governmental operations on a wide variety of transactions in a wide variety of contexts." |
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J. Powell Brown, the Company's Chief Executive Officer, commented, "Tim brings tremendous personal talent and professional experience to our Board. The depth and sophistication of his financial expertise and understanding of our industry qualify him to be an active and valuable contributor at the Board level. He is part of a culture of success, and we will be the beneficiaries of his counsel as our Company continues to grow." |
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Mr. Main has been with JPMorgan for more than 23 years, and previously ran the firm's West Coast region and its Equity Capital Markets group. He currently serves as Head of JPMorgan's North America Financial Institutions Group and Co-Head of JPMorgan's Global Financial Institutions Group. In recent years, he has worked on some of the highest profile transactions in the financial services arena. Mr. Main is a graduate of Princeton University, where he earned a B.A. in Economics and was captain of the men's tennis team. He was born and reared in South Africa. |
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Brown & Brown, Inc., through its subsidiaries, offers 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 United States' seventh largest independent insurance intermediary. The Company's Web address is www.bbinsurance.com. |
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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 Company's current belief 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, financial condition and achievements may differ, possibly materially, from the anticipated results, financial condition and achievements contemplated by these forward-looking statements. Further information concerning the Company and its business, including factors that potentially could materially affect the Company's financial results and condition, as well as its other achievements, are contained in the Company's filings with the Securities and Exchange Commission. All forward-looking statements made herein are made only as of the date of this release, and the Company does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which the Company hereafter becomes aware. |
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