8-KCorporate ChangesExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Bylaw Amendment (Oct 12, 2016)

Filed October 12, 2016For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) filed an 8-K on October 12, 2016, to announce the amendment and restatement of its By-Laws, effective immediately. The changes are primarily aimed at modernizing and aligning the By-Laws with Florida law, with several substantive provisions impacting shareholder rights and corporate governance. Key among these are the establishment of stricter advance notice requirements for shareholder nominations and proposals, the designation of a specific Florida court as the exclusive forum for certain types of litigation, and updated rules for director meetings and conflicts of interest. These amendments are designed to streamline corporate procedures and provide greater certainty in the conduct of shareholder meetings and legal proceedings. For investors, the most significant changes relate to the advance notice provisions. Shareholders intending to nominate directors or submit proposals at future meetings, including the 2017 Annual Meeting, must adhere to specific timelines and provide detailed information. For the 2017 Annual Meeting, notices must be received between January 4, 2017, and February 3, 2017. Separately, proposals intended for inclusion in the company's proxy statement for the 2017 meeting must be submitted by November 24, 2016. The exclusive forum provision for litigation is also a notable change, potentially centralizing legal challenges within a specific jurisdiction.

Key Highlights

  • 1Brown & Brown, Inc. amended and restated its By-Laws effective October 12, 2016.
  • 2New provisions require shareholders to provide advance notice for director nominations and business proposals at shareholder meetings.
  • 3Specific deadlines are set for advance notice, including for the 2017 Annual Meeting (January 4 - February 3, 2017).
  • 4The By-Laws now designate a specific Florida court as the exclusive forum for derivative litigation and claims concerning internal corporate affairs.
  • 5Updates were made to conform record date, voting, quorum, and director meeting provisions to Florida law.
  • 6Provisions regarding shareholder address validity and director conflicts of interest were modernized and aligned with Florida law.
  • 7Separate, earlier deadline of November 24, 2016, applies for shareholder proposals to be included in the 2017 proxy statement.

Frequently Asked Questions

The primary purpose is to modernize and align Brown & Brown's By-Laws with current Florida law, while also implementing stricter procedures for shareholder actions and designating an exclusive forum for certain legal disputes. This aims to enhance corporate governance and provide clarity on procedural matters.

Shareholders must now provide advance written notice to the Company's secretary. For annual meetings, notice must be received between 120 and 90 days before the anniversary of the prior year's annual meeting. For the 2017 Annual Meeting, this window is January 4, 2017, to February 3, 2017. For special meetings, notice must be given no later than 90 days prior to the meeting date or 10 days after public announcement, whichever is later. The notice must also contain specific information about the nominee/proposal and the shareholder.

The company has designated the Seventh Judicial Circuit Court in Florida (or a federal court in Florida if necessary) as the sole and exclusive venue for specific types of lawsuits. This includes derivative litigation, claims related to fiduciary duties of directors and officers, litigation concerning the Florida Business Corporation Act, or the company's governing documents, and other internal affairs claims. This aims to centralize legal challenges and potentially reduce the costs and complexities associated with multi-jurisdictional litigation.

This is a separate requirement from the advance notice for shareholder meetings. For a proposal to be included in Brown & Brown's proxy statement for the 2017 Annual Meeting, it must be received by the Company no later than November 24, 2016, and must comply with SEC proxy rules for shareholder proposals.