SEC Form 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|Estimated average burden|
|hours per response:
||Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person*
2. Issuer Name and Ticker or Trading Symbol
BROWN & BROWN, INC.
[ BRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check Applicable Line)
||Form filed by One Reporting Person
||Form filed by More than One Reporting Person
|Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned|
|1. Title of Security (Instr.
||2. Transaction Date
||2A. Deemed Execution Date, if any
||3. Transaction Code (Instr.
||4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
||6. Ownership Form: Direct (D) or Indirect (I) (Instr.
||7. Nature of Indirect Beneficial Ownership (Instr.
||(A) or (D)
|Common Stock, $.10 par value
|Common Stock, $.10 par value
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr.
||2. Conversion or Exercise Price of Derivative Security
||3. Transaction Date
||3A. Deemed Execution Date, if any
||4. Transaction Code (Instr.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
||6. Date Exercisable and Expiration Date
||7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
||8. Price of Derivative Security (Instr.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
||10. Ownership Form: Direct (D) or Indirect (I) (Instr.
||11. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
|Explanation of Responses:|
||/s/ Anthony M. Robinson, for James Charles Hays, per Power of Attorney
||** Signature of Reporting Person
|Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.|
|* If the form is filed by more than one reporting person,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|
|Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.|
|Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.|
LIMITED POWER OF ATTORNEY
This Limited Power-of-Attorney (the "Statement") confirms that the undersigned,
James C. Hays (the "Insider"), has authorized and designated, and hereby makes,
constitutes and appoints, David B. Lotz, Linnette Ramirez, and Anthony M.
Robinson, and each of them or either of them acting singly, and with full power
of substitution and re- substitution, the Insider's true and lawful
attorney-in-fact (each of the foregoing and their substitutes is referred to as
an "Authorized Signer") with full power to act for the Insider and in the
Insider's name, place and stead, in any and all capacities, to
(1) prepare, execute, submit to and file with the Securities and Exchange
Commission ("SEC") a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords enabling the
Insider to make electronic filings with the SEC of reports required or
considered by the Authorized Signer to be advisable under Section 13 or Section
16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or
regulation of the SEC;
(2) prepare, execute submit to and file with the SEC, Brown & Brown, Inc. (the
"Company"), and/or any national securities exchange on which the Company's
securities are listed any and all reports (including any amendments thereto) the
Insider is required to file with the SEC, or which the Authorized Signer
considers it advisable to file with the SEC, under Section 13 or Section 16 of
the Exchange Act or any rule or regulation thereunder, or under Rule 144 under
the Securities Act of 1933 ("Rule 144"), with respect to the any security of the
Company, including any and all Forms 3, 4 and 5 (including any amendments
thereto) ; and
(3) obtain, as the Insider's representative and on the Insider's behalf,
information regarding transactions in the Company's equity securities from any
third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the Insider hereby authorizes any such
third party to release any such information to the Authorized Signer.
The Insider acknowledges that: (a) this Statement authorizes, but does not
require, the Authorized Signer to act in his or her discretion on information
provided to such Authorized Signer without independent verification of such
information; (b) any documents prepared or executed by the Authorized Signer on
behalf of the Insider pursuant to this Statement will be in such form and will
contain such information as the Authorized Signer, in his or her discretion,
deems necessary or desirable; (c) neither the Company nor the Authorized Signer
assumes any liability for the Insider's responsibility to comply with the
requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any
liability of the Insider for any failure to comply with such requirements, or
any liability of the Insider for disgorgement of profits under Section 16(b) of
the Exchange Act; and (d) this Statement does not relieve the Insider from
responsibility for compliance with the Insider's obligations under Section 13 or
Section 16 of the Exchange Act, including, without limitation, the reporting
requirements under Section 13 or Section 16 of the Exchange Act.
The Insider hereby grants to the Authorized Signer full power and authority to
do and perform each and every act and thing requisite, necessary or advisable to
be done in connection with the foregoing, as fully, to all intents and purposes,
as the Insider might or could do in person, hereby ratifying and confirming all
that the Authorized Signer, or his or her substitute or substitutes, shall
lawfully do or cause to be done by authority of this Statement.
The authority of the Authorized Signers under this Statement shall continue
until the Insider is no longer required to file Forms 3, 4 and 5 or Schedules
13D or 13G or Forms 144 with regard to the Insider's ownership of, or
transactions in, securities of the Company, unless earlier revoked by the
Insider in writing delivered to the Authorized Signer. This Statement revokes
all previous powers of attorney with respect to the subject matter of this
IN WITNESS WHEREOF, the Insider has executed this Statement as of the date set
Date: January 30, 2023
/s/ James C. Hays