8-KCorporate ChangesOther EventsExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Bylaw Amendment (Mar 29, 2018)

Filed March 29, 2018For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) filed an 8-K on March 29, 2018, to report on two key corporate actions: an amendment to its Articles of Incorporation and the completion of a 2-for-1 stock split. The primary driver for the amendment was to increase the authorized number of common shares from 280 million to 560 million, which was necessary to accommodate the stock split. This corporate restructuring was approved by the Board of Directors and did not require shareholder approval, aligning with Florida Business Corporation Act provisions. The 2-for-1 stock split, effective for shareholders of record as of March 14, 2018, resulted in the doubling of outstanding shares. The company announced the completion of this split via press release on March 28, 2018, with trading at the split-adjusted price commencing on March 29, 2018. As of March 28, 2018, the total number of outstanding common shares was approximately 276.14 million post-split. This move likely aims to enhance stock liquidity and make shares more accessible to a broader investor base.

Key Highlights

  • 1Brown & Brown, Inc. (BRO) amended its Articles of Incorporation to increase authorized common shares from 280 million to 560 million.
  • 2The increase in authorized shares was a prerequisite for the company's 2-for-1 stock split.
  • 3The stock split was approved by the Board of Directors and did not require shareholder approval.
  • 4The 2-for-1 stock split was completed on March 28, 2018, for shareholders of record as of March 14, 2018.
  • 5Trading at the split-adjusted price began on March 29, 2018.
  • 6Post-split, as of March 28, 2018, approximately 276.14 million shares of common stock were outstanding.

Frequently Asked Questions

The increase in authorized shares from 280 million to 560 million was primarily to accommodate the 2-for-1 stock split that the company completed.

No, the amendment to the Articles of Incorporation and the stock split were effectuated by the Board of Directors' action and did not require shareholder approval, in accordance with Florida law.

For every share of common stock you held as of the close of business on March 14, 2018, you received an additional share, effectively doubling your holdings. The price per share was also adjusted accordingly.

As of March 28, 2018, after giving effect to the stock split, Brown & Brown, Inc. had approximately 276,140,036 shares of common stock outstanding.