8-KLeadership Changes

BROWN & BROWN, INC. 8-K Report, Executive Changes (Jan 6, 2011)

Filed January 6, 2011For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) filed a Form 8-K on January 6, 2011, reporting the departure of Thomas E. Riley, who served as Regional President and Chief Acquisitions Officer. Mr. Riley's employment ceased effective January 3, 2011. The company and Mr. Riley have entered into discussions regarding a separation agreement and release, though an initial agreement for separation benefits did not become effective. In connection with his departure, the Compensation Committee of the Board of Directors approved Mr. Riley receiving his 2010 annual bonus and non-equity incentive payout. Additionally, the committee exercised its discretion to extend the exercisability of Mr. Riley's vested and exercisable stock options by three months. Investors should note that while Mr. Riley is departing, the company is continuing discussions for a formal separation agreement, and arrangements for his 2010 compensation and stock options have been made.

Key Highlights

  • 1Departure of Thomas E. Riley, Regional President and Chief Acquisitions Officer, effective January 3, 2011.
  • 2Discussions ongoing between the Company and Mr. Riley regarding a separation agreement and release.
  • 3An initial agreement for separation benefits did not become effective.
  • 4Mr. Riley will receive his 2010 annual bonus and non-equity incentive payout.
  • 5Exercisability of Mr. Riley's vested and exercisable stock options extended by three months.
  • 6Compensation Committee of the Board of Directors approved these arrangements.

Frequently Asked Questions

The main event reported is the departure of Thomas E. Riley, who was the Regional President and Chief Acquisitions Officer of Brown & Brown, Inc., effective January 3, 2011.

While an initial agreement for separation benefits did not become effective, the Company and Mr. Riley are currently discussing a potential separation agreement and release. Specific terms are still under negotiation.

Yes, the Compensation Committee approved Mr. Riley receiving his annual bonus and non-equity incentive payout for the 2010 performance year.

The Compensation Committee has exercised its discretion to extend the exercisability of Mr. Riley's vested and exercisable stock options by three months following his departure.