8-KLeadership ChangesRegulation FD

BROWN & BROWN, INC. 8-K Report, Executive Changes (Jan 30, 2007)

Filed January 30, 2007For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) announced a significant addition to its Board of Directors with the election of Toni Jennings on January 24, 2007. Ms. Jennings, a former Lieutenant Governor of Florida, brings valuable experience and will serve until the 2007 annual shareholders' meeting. Her appointment to the Audit and Compensation Committees indicates a strategic move to leverage her expertise in key governance areas. Investors should note the compensation structure for non-employee directors, which includes meeting attendance fees and a substantial annual stock grant valued at $32,000. This compensation reflects a commitment to aligning director interests with those of shareholders through equity. The company also issued a press release detailing this appointment, which is furnished as part of this 8-K filing.

Key Highlights

  • 1Toni Jennings elected to the Board of Directors on January 24, 2007, for a term until the 2007 annual meeting.
  • 2Ms. Jennings appointed to both the Audit Committee and the Compensation Committee.
  • 3The company emphasized no undisclosed arrangements or reportable transactions involving Ms. Jennings.
  • 4Non-employee directors will receive $7,500 per in-person Board meeting attendance, with a lower amount for telephone attendance.
  • 5An annual grant of $32,000 worth of the Company's common stock will be awarded to directors.
  • 6Reimbursement for reasonable out-of-pocket expenses incurred by directors for Board meetings.
  • 7The election of Ms. Jennings was announced via a press release furnished as an exhibit.

Frequently Asked Questions

Toni Jennings is a former Lieutenant Governor of Florida who was elected to Brown & Brown, Inc.'s Board of Directors on January 24, 2007. Her appointment is intended to bring her experience and expertise to the company, and she has been assigned to serve on the Audit Committee and the Compensation Committee.

Non-employee directors receive a fee of $7,500 for each in-person Board meeting attended, $1,500 for each meeting attended by telephone, and $1,500 for each committee meeting attended outside of regular quarterly Board meetings. They also receive $2,000 for attending the annual Board retreat. Additionally, directors receive an annual grant valued at $32,000 in Brown & Brown common stock, and are reimbursed for out-of-pocket expenses related to Board meetings.

The filing explicitly states that there are no arrangements or understandings between Ms. Jennings and any other person for her election, nor are there any transactions requiring disclosure under Item 404(a) of Regulation S-K. This indicates that her appointment is free from undisclosed conflicts or special deals.

Ms. Jennings' appointment to both the Audit Committee and the Compensation Committee is significant. The Audit Committee oversees financial reporting and internal controls, while the Compensation Committee reviews and approves executive and director compensation. Her involvement in these key committees suggests the Board values her judgment in critical governance and financial oversight areas.