false 0000079282 0000079282 2021-01-21 2021-01-21



Washington, D.C. 20549



Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2021


(Exact name of registrant as specified in its charter)







(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

300 North Beach Street, Daytona Beach, Florida 32114

(Address of principal executive offices) (Zip Code)

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


(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:



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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.10 Par Value


New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company 


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
































Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 21, 2021, Anthony T. Strianese, formerly the President of Wholesale Brokerage Segment of Brown & Brown, Inc. (the “Company”), was appointed to the position of Chairman – Wholesale Brokerage Segment of the Company.  He will continue to serve as an Executive Vice President of the Company.

A copy of the press release issued by the Company announcing the appointment of Mr. Strianese to the position of Chairman – Wholesale Brokerage Segment of the Company is included as Exhibit 99.1 to this Current Report on Form 8-K.

On January 22, 2021, Samuel P. Bell, III informed the Company that he will not stand for re-election at the Company's 2021 Annual Meeting of Shareholders. Mr. Bell’s decision not to stand for re-election was not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies and procedures.

In recognition of his long and distinguished service to the Company and to continue to benefit from his counsel following the end of his term on the Board, the Board has designated Mr. Bell as a director emeritus of the Company, effective immediately following the 2021 Annual Meeting of Shareholders. In his capacity as a director emeritus, Mr. Bell will be entitled to attend Board meetings in an advisory capacity but will not vote on Board matters. Mr. Bell will also be entitled to compensation and fees as may be deemed appropriate by the Company in view of Mr. Bell’s services to the Company.

Item 9.01

Financial Statements and Exhibits.



The following exhibit is furnished herewith:


Exhibit No.








Press Release dated January 25, 2021.






Cover Page Interactive Data File (formatted as inline XBRL).











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.

Date: January 25, 2020

















/S/ Robert W. Lloyd



Robert W. Lloyd

Executive Vice President, Secretary and General Counsel



Exhibit 99.1




News Release

January 25, 2021



R. Andrew Watts

Chief Financial Officer

(386) 239-5770







(Daytona Beach, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) (the “Company”) today announced the promotion of Stephen M. Boyd to the position of Executive Vice President and President of the Company’s Wholesale Brokerage Segment.  


Mr. Boyd most recently served as the Company’s Senior Vice President of Technology, Innovation, and Digital Strategy.  He joined the Company’s subsidiary, Arrowhead General Insurance Agency, Inc., in 1995 and has served in various roles, including as Arrowhead’s President and Chief Operating Officer, President of Arrowhead’s Commercial Division, and Arrowhead’s Chief Information Officer. He has also served as a senior leader within Brown & Brown’s National Programs Segment.


Anthony T. Strianese, who previously served as the President of the Company’s Wholesale Segment, has been named Chairman of the Company’s Wholesale Brokerage Segment.  He will remain an Executive Vice President of the Company and will continue to serve on the Company’s executive leadership team.  


Powell Brown, the Company’s President and Chief Executive Officer, stated, “For more than two decades, Tony Strianese has been the leading force behind the extraordinary growth and success of our Wholesale Brokerage Segment.  We are thankful for his years of valuable service and are fortunate we will continue to benefit from his leadership and guidance as Steve


Exhibit 99.1

transitions into his new position.  As someone with an impressive breadth of experience in various operating and technology roles, Steve has proven himself as an exceptional leader, and we are excited about his ability to continue driving profitable growth for the Wholesale Brokerage Segment into the future.”


Brown & Brown, Inc. is a leading insurance brokerage firm, providing risk management solutions to individuals and businesses. With more than 80 years of proven success and thousands of teammates, we offer knowledge you can trust and strive to deliver superior customer service. For more information, please visit


This press release may contain certain statements relating to future results which are forward-looking statements, including those associated with the Wholesale Brokerage Segment. These statements are not historical facts, but instead represent only Brown & Brown’s current belief regarding future events, many of which, by their nature, are inherently uncertain and outside of Brown & Brown’s control. It is possible that Brown & Brown’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 Brown & Brown and its business, including factors that potentially could materially affect Brown & Brown’s financial results and condition, as well as its other achievements, is contained in Brown & Brown’s filings with the Securities and Exchange Commission. Such factors include those factors relevant to Brown & Brown’s consummation and integration of the announced acquisition, including any matters analyzed in the due diligence process, and material adverse changes in the business and financial condition of the seller, the buyer, or both, and their respective customers. All forward-looking statements made herein are made only as of the date of this release, and Brown & Brown 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 Brown & Brown hereafter becomes aware.



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