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): April 29, 2009
Brown
& Brown, Inc.
(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 Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(b) The
information required by this Item 5.02(b) with respect to J. Hyatt Brown's
retirement, effective July 1, 2009, from the position of Chief Executive Officer
of Brown & Brown, Inc. (the "Company") is incorporated herein by reference
to Item 5.02(c).
(c) Consistent
with the Company's previously-disclosed executive succession plan, on April 29,
2009, J. Hyatt Brown confirmed to the board of Directors of Brown & Brown,
Inc. that he will retire from the position of Chief Executive Officer of the
Company effective July 1, 2009. In connection with this retirement,
the Company's Board of Directors appointed J. Powell Brown, currently the
Company's President, to the additional position of Chief Executive Officer
effective July 1, 2009.
As previously disclosed, following his
retirement from the position of Chief Executive Officer, J. Hyatt Brown intends
to continue to serve as the Chairman of the Board of Directors, and also to
continue to be involved in acquisitions and recruitment.
J. Powell Brown, 41, has been President
since January 2007 and has been a director since October 2007. Prior to
that time, he had served as one of the Company's Regional Executive Vice
Presidents since 2002. J. Powell Brown was previously responsible for
overseeing certain of the Company's wholesale brokerage operations as well as
the public entity business of certain of the Company's subsidiaries located in
Florida, Georgia, Illinois, Indiana, New Jersey, North Carolina, Oklahoma,
Pennsylvania, Texas, Virginia and Washington, and was also responsible for the
Company's Service Division operations and for Florida Intracoastal Underwriters,
a subsidiary that administers a specialty program offering insurance coverage
for Florida condominium properties. From 1998 to 2003, J. Powell Brown served as
profit center leader of the Company's Orlando, Florida retail office. Prior to
that, J. Powell Brown served as an account executive and then as Marketing
Manager in the Company's Daytona Beach, Florida retail office from 1995 to
1998. J. Powell Brown serves on the Board of Directors of Camp Boggy
Creek. He
previously served on the Board of Directors of the SunTrust Bank/Central
Florida, as Vice Chairman of Finance for 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.
J. Powell
Brown is the son of J. Hyatt Brown. J. Powell Brown previously served
as a member of the Board of the SunTrust Bank/Central Florida. The
Company has a $50 million revolving credit facility with SunTrust (subject to
potential increases up to $100 million). SunTrust also acts as escrow
agent with respect to accounts related to certain acquisitions that the Company
has made. The Company expects to continue to use SunTrust during 2009
for a substantial portion of its cash management requirements. Two of the Company's
subsidiaries provide insurance-related services to subsidiaries of SunTrust, and
a number of the Company's offices provide services with respect to premium
financing to another such subsidiary of SunTrust.
J. Powell
Brown is currently party to a standard employment agreement with the Company
that is substantially similar to the employment agreements of many of the
Company's other executive officers. J. Powell Brown's employment
agreement will remain the same, and will not change as a result of his
promotion. This agreement may be terminated by either
party. In addition, compensation under this agreement is at amounts
agreed upon between the Company and J. Powell Brown from time to time. Also, for
a period of three years following the termination of J. Powell Brown's
employment, this agreement prohibits him from directly or indirectly soliciting
or servicing the Company's clients, or soliciting the Company's employees to
leave their employment with the Company.
(e) In
connection with J. Hyatt Brown's retirement effective July 1, 2009 from the
position of Chief Executive Officer of the Company, the Board agreed with Mr.
Hyatt Brown to amend his employment agreement effective July 1, 2009 to remove
all provisions relating to a “change in control” of the Company, including
a requirement that Mr. J. Hyatt Brown be paid certain amounts in the event of
the termination of his employment or the occurrence of certain other “adverse
consequences” following a change in control of the Company.
Prior to July 1, 2009, the
Company and Mr. J. Hyatt Brown will execute a written amendment to his
employment agreement that memorializes this removal of all provisions relating
to a “change
in control”
of the Company.
Item
7.01 Regulation FD
Disclosure.
On May 5,
2009, the Company issued a press release announcing the retirement of J. Hyatt
Brown, effective July 1, 2009, from the position of Chief Executive Officer, and
the appointment by the Company's Board of Directors of J. Powell Brown to the
position of Chief Executive Officer, effective July 1, 2009.
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 exhibits are furnished and filed, respectively, herewith:
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Exhibit No.
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Description
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99.1
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Press
Release dated May 5,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Brown
& Brown, Inc.
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May
5, 2009
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By:
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/s/
Cory T. Walker
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Cory
T. Walker
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Sr.
Vice President, Treasurer and Chief Financial
Officer
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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 May 5,
2009.
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Exhibit 99.1
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News
Release
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Cory
T. Walker
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May
5, 2009
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Chief
Financial Officer
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(386)
239-7250
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BROWN
& BROWN, INC. ANNOUNCES
IMPLEMENTATION
OF SENIOR EXECUTIVE SUCCESSION PLAN
(Daytona Beach and Tampa,
Florida) . . . Brown & Brown, Inc. (NYSE:BRO) today announced that,
consistent with its previously-disclosed executive succession plan, J. Hyatt
Brown will retire effective July 1, 2009, from the position of Chief Executive
Officer, and J. Powell Brown, currently the Company's President, has been
appointed by the Company's Board of Directors to the additional position
of Chief Executive Officer effective July 1, 2009.
As
previously disclosed, following his retirement from the position of Chief
Executive Officer, J. Hyatt Brown plans to continue to serve as the Chairman of
the Board of Directors, and also to continue to be involved in acquisitions and
recruitment.
Chilton
Varner, Chairman of the Compensation Committee of the Company’s Board of
Directors and a member of its Nominating/Corporate Governance
Committee, remarked, “The Board is pleased that the transition of the CEO
position is proceeding according to plan, and believes that Powell is
well-equipped to serve in this capacity. Powell’s commitment to the fundamentals
of the Company’s culture, and his experience in the insurance industry and with
the Company, are strong positives.”
Mr.
Powell Brown commented, “I look forward to the opportunity to work with our
high-quality team members nationwide and in London in continuing our unwavering
focus on serving our customers, enhancing our people and delivering value to our
shareholders.”
Mr. Hyatt
Brown added, “Based on 50 years of experience in the insurance industry, I
believe the leadership team responsible for this Company’s operations is second
to none. I am confident that Powell will devote his utmost in time,
talent and energy to grow and improve the organization, and I look forward to
helping in whatever way I can, especially in the areas of acquisitions and
recruitment.”
Jim
Henderson, Vice Chairman and Chief Operating Officer of the Company commented,
“I and the other members of the senior management of Brown & Brown look
forward to continuing to work with Powell. The depth of his experience with the
Company and the expansion of his responsibilities over his 14-year tenure with
Brown & Brown will help to make the transition in July a seamless
one.”
J.
Powell Brown has
been the Company's President since January 2007 and has been a director since
October 2007. Prior to that time, he served as one of the Company's
Regional Executive Vice Presidents since 2002. Mr. Brown also serves
on the Board of Directors of Camp Boggy Creek.
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, quasi-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.
This
press release may contain certain statements relating to future results which
are forward-looking statements, including those relating to J. Hyatt Brown's
retirement and J. Powell Brown's appointment to the position of Chief Executive
Officer. 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 actual events may differ, possibly materially, from the
anticipated events contemplated by these forward-looking statements. Further
information concerning the Company and its business, 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.