8-KLeadership Changes

BROWN & BROWN, INC. 8-K Report, Executive Changes (Jan 19, 2011)

Filed January 19, 2011For Securities:BRO

Summary

This Form 8-K filing by Brown & Brown, Inc. (BRO) on January 19, 2011, primarily details the finalized Separation Agreement and Release with former Regional President and Chief Acquisitions Officer, Thomas E. Riley. The agreement, effective January 12, 2011, outlines severance payments totaling $800,000, plus COBRA continuation benefits, to Mr. Riley, contingent upon his release of claims and cooperation with the company. This follows the earlier reported cessation of Mr. Riley's employment on January 3, 2011. The filing also acknowledges Mr. Riley's eligibility for his 2010 annual bonus and non-equity incentive payout. The agreement includes a seven-day revocation period for Mr. Riley. Investors should note that while this addresses the departure and financial settlement with a key executive, further details on the operational impact or future strategic direction stemming from this change are not provided in this specific report.

Key Highlights

  • 1Finalized Separation Agreement and Release with Thomas E. Riley, Regional President and Chief Acquisitions Officer.
  • 2Mr. Riley's employment officially ceased on January 3, 2011, with the agreement finalized on January 12, 2011.
  • 3Total severance payment to Mr. Riley amounts to $800,000 ($400,000 one-time, $400,000 in quarterly installments).
  • 4Company to cover COBRA continuation benefits for Mr. Riley and his family through December 31, 2011, totaling $22,756.
  • 5Agreement includes a seven-day revocation period for Mr. Riley.
  • 6Mr. Riley is acknowledged to have rights to his 2010 annual bonus and non-equity incentive payout.
  • 7The filing is an 8-K Current Report, indicating material events requiring prompt disclosure.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the terms of the finalized Separation Agreement and Release between Brown & Brown, Inc. and its former Regional President and Chief Acquisitions Officer, Thomas E. Riley, following the cessation of his employment.

The company will make severance payments totaling $800,000 to Mr. Riley, in addition to covering COBRA benefits ($22,756) through the end of 2011. These payments are contingent upon Mr. Riley releasing claims and cooperating with the company.

Yes, the agreement acknowledges Mr. Riley's right to receive his annual bonus and non-equity incentive payout for the year 2010.

The severance payments are subject to Mr. Riley releasing any potential claims against the company and agreeing to cooperate with Brown & Brown in certain matters. The agreement also includes a seven-day period during which Mr. Riley can revoke it.