8-KLeadership ChangesRegulation FDExhibits & Filings

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

Filed October 30, 2007For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) filed an 8-K on October 30, 2007, primarily announcing significant changes to its Board of Directors. Wendell S. Reilly and J. Powell Brown were unanimously elected to the Board, effective immediately, serving until the 2008 annual shareholders' meeting. Mr. Reilly's appointment to the Audit Committee and the Nominating/Corporate Governance Committee is noteworthy for governance oversight. Notably, J. Powell Brown, who also serves as President of the Company, is the son of Chairman and CEO J. Hyatt Brown. The filing details J. Powell Brown's 2006 compensation of $875,828 and provides disclosure regarding his 2007 year-to-date compensation. The report also outlines the compensation structure for non-employee directors, including meeting attendance fees and stock grants, with Mr. Reilly's compensation detailed as an example.

Key Highlights

  • 1Brown & Brown, Inc. elected two new directors to its Board: Wendell S. Reilly and J. Powell Brown.
  • 2J. Powell Brown is also the current President of the Company and is the son of Chairman and CEO J. Hyatt Brown.
  • 3Wendell S. Reilly has been appointed to serve on the Audit Committee and the Nominating/Corporate Governance Committee.
  • 4The filing provides compensation details for J. Powell Brown for fiscal year 2006 ($875,828) and year-to-date 2007 ($283,132).
  • 5Compensation for non-employee directors, including meeting fees and annual stock grants, is detailed, with Wendell S. Reilly's compensation structure outlined.
  • 6The company issued a press release on October 24, 2007, announcing these board changes, which is included as an exhibit.

Frequently Asked Questions

The election of Wendell S. Reilly and J. Powell Brown to the Board of Directors is significant as it brings new perspectives and potentially strengthens the board's oversight capabilities. Mr. Reilly's inclusion on the Audit Committee and Nominating/Corporate Governance Committee suggests a focus on financial reporting integrity and corporate governance practices.

J. Powell Brown's election to the Board, while also serving as President, and his familial relationship with Chairman and CEO J. Hyatt Brown is a point of interest for investors concerning corporate governance and succession planning. The filing provides disclosure of J. Powell Brown's compensation to ensure transparency.

Non-employee directors at Brown & Brown receive compensation based on meeting attendance (Board and committee meetings, with different rates for in-person versus telephone attendance) and an annual grant of company stock valued at $32,000. They are also reimbursed for out-of-pocket expenses. Mr. Reilly's compensation details serve as an example of this structure.

The filing explicitly states that there are no arrangements or understandings between the new directors and any other person pursuant to which they were elected. For Mr. Reilly, there are no transactions requiring disclosure under Item 404(a). For Mr. Powell Brown, his compensation is disclosed, and his relationship to the CEO is noted, which is standard practice for transparency in related-party situations.