8-KLeadership ChangesRegulation FDExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Executive Changes (Oct 25, 2010)

Filed October 25, 2010For Securities:BRO

Summary

This Form 8-K filing by Brown & Brown, Inc. (BRO) on October 25, 2010, primarily announces the election of Timothy R.M. Main as a new director to the Board, effective immediately and serving until the 2011 annual shareholders' meeting. Mr. Main's appointment is not a result of any specific arrangement with other parties, and he has no disclosed related-party transactions requiring SEC disclosure. The filing also details the compensation structure for non-employee directors, including Mr. Main, which involves per-meeting fees, an annual board retreat stipend, and a significant annual stock grant, alongside expense reimbursement. The report also notes that this director appointment and related information were communicated via a press release issued on October 20, 2010, which is included as an exhibit. Importantly, the information furnished under Regulation FD (Item 7.01) is not considered "filed" with the SEC, meaning it does not carry the same legal implications as a formal filing under Section 18 of the Exchange Act, nor will it be incorporated into future SEC filings unless explicitly stated.

Key Highlights

  • 1Brown & Brown, Inc. appointed Timothy R.M. Main as a new director to its Board, effective October 20, 2010.
  • 2Mr. Main's directorship is effective until the 2011 annual shareholders' meeting.
  • 3There are no disclosed arrangements or understandings influencing Mr. Main's election.
  • 4Mr. Main has no reportable interests requiring disclosure under Item 404(a) of Regulation S-K.
  • 5Non-employee directors, including Mr. Main, will receive $17,500 for in-person quarterly board meetings and $1,500 for telephonic attendance.
  • 6An annual grant of $32,000 worth of the Company's common stock will be awarded to directors.
  • 7The company issued a press release on October 20, 2010, to announce Mr. Main's election.

Frequently Asked Questions

Timothy R.M. Main was elected as a new director to the Brown & Brown, Inc. Board of Directors on October 20, 2010. The filing states there are no specific arrangements or understandings between Mr. Main and any other person pursuant to which he was elected, and he has no disclosed conflicts of interest requiring SEC disclosure.

As a non-employee director, Mr. Main will receive $17,500 for attending each regular quarterly Board meeting in person, or $1,500 if attended by telephone. He will also receive $2,000 for attending the annual Board 'retreat.' Additionally, he will receive an annual grant valued at $32,000 in Brown & Brown common stock. Directors are also reimbursed for reasonable out-of-pocket expenses.

The press release, dated October 20, 2010, was issued by Brown & Brown, Inc. to announce the election of Mr. Main to the Board and potentially other related information. It is furnished as an exhibit to this 8-K filing for informational purposes. However, the information provided under Regulation FD (Item 7.01) is not considered 'filed' with the SEC in the same manner as other SEC filings and does not assume the same legal liabilities.