8-KLeadership ChangesRegulation FDExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Executive Changes (Oct 26, 2012)

Filed October 26, 2012For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) filed an 8-K on October 26, 2012, to report a significant change in its Board of Directors. On October 22, 2012, H. Palmer Proctor, Jr. was elected to serve as a director until the 2013 annual shareholders' meeting. Mr. Proctor's appointment is effective immediately and he is expected to be a nominee for re-election. The filing also notes that there are no undisclosed arrangements or transactions involving Mr. Proctor that require reporting. The report details the compensation structure for non-employee directors, which includes per-meeting fees, an annual retreat stipend, and a substantial annual grant of the company's common stock valued at $32,000. Directors are also reimbursed for related expenses. This information is crucial for understanding corporate governance and potential dilution from stock grants.

Key Highlights

  • 1H. Palmer Proctor, Jr. elected to the Board of Directors, effective October 22, 2012.
  • 2Mr. Proctor's term as director will extend until the 2013 annual shareholders' meeting, with expectation of nomination for re-election.
  • 3No undisclosed arrangements or related-party transactions involving Mr. Proctor were reported.
  • 4Non-employee directors will receive $17,500 for in-person quarterly Board meetings and $1,500 for telephonic attendance.
  • 5An annual Board "retreat" attendance fee of $2,000 is established.
  • 6Directors will receive an annual grant of $32,000 worth of Brown & Brown common stock.
  • 7Reimbursement for reasonable out-of-pocket expenses incurred for Board meetings is provided to directors.

Frequently Asked Questions

H. Palmer Proctor, Jr. was elected as a new director to the Brown & Brown, Inc. Board of Directors. The filing states he was elected effective October 22, 2012, and is expected to be a nominee for the upcoming 2013 annual shareholders' meeting. The report does not specify the exact reasoning for his appointment beyond fulfilling Board needs, but confirms no undisclosed arrangements or transactions are associated with his election.

Non-employee directors are compensated through a mix of cash and equity. They receive $17,500 for in-person attendance at regular quarterly Board meetings (or $1,500 for telephonic attendance), $2,000 for attending the annual Board retreat, and an annual grant of $32,000 worth of the company's common stock. Reasonable out-of-pocket expenses related to Board meetings are also reimbursed.

This specific 8-K filing primarily focuses on a change in directorship and associated compensation. It does not contain information regarding the company's financial performance, operational results, or strategic shifts. Investors seeking such information would need to refer to other filings like the Form 10-Q or 10-K.