8-KLeadership ChangesExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Executive Changes (Dec 17, 2021)

Filed December 17, 2021For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) filed an 8-K on December 17, 2021, to disclose significant executive compensation adjustments. The Compensation Committee approved grants of time-based restricted stock awards (RSAs) and restricted stock units (RSUs) for certain named executive officers. These awards are designed to incentivize long-term commitment and performance, with vesting schedules extending to July 2029. Notably, two named executive officers, R. Andrew Watts and J. Scott Penny, received RSA grants valued at $2 million each. Additionally, Chris L. Walker received an RSU grant also valued at $2 million, with specific provisions related to retirement. These grants are a key component of the company's strategy to retain top talent and align executive interests with shareholder value over the long term.

Key Highlights

  • 1Grants of time-based restricted stock awards (RSAs) and restricted stock units (RSUs) approved for named executive officers.
  • 2R. Andrew Watts and J. Scott Penny each received RSA grants valued at $2,000,000.
  • 3Chris L. Walker received an RSU grant valued at $2,000,000.
  • 4Vesting for RSAs and RSUs is scheduled over several years, with final vesting dates in July 2027, 2028, and 2029.
  • 5Vesting includes acceleration provisions for death, disability, or termination without cause within 12 months following a change in control.
  • 6Recipients of RSAs have voting and dividend rights upon grant, though shares are not yet disposable.
  • 7RSU grants to Chris L. Walker have specific payout provisions upon retirement before or after July 1, 2027.

Frequently Asked Questions

The primary purpose of these restricted stock awards (RSAs) and restricted stock units (RSUs) is to incentivize and retain key named executive officers by aligning their long-term financial interests with the company's performance and shareholder value. The extended vesting schedule encourages continued employment.

The restricted stock awards (RSAs) will vest in increments of 25%, 25%, and 50% on July 1, 2027, July 1, 2028, and July 1, 2029, respectively. The restricted stock units (RSUs) granted to Chris L. Walker will be awarded in five equal installments on the first five anniversaries of the grant date, and then vest in increments of 25%, 25%, and 50% on July 1, 2027, July 1, 2028, and July 1, 2029, with specific retirement provisions.

Yes, continuous employment through the respective vesting dates is a primary condition. Vesting will also accelerate under specific circumstances, including death, disability, or termination without cause within 12 months following a change in control of the Company. For Mr. Walker's RSUs, retirement terms also affect payment.

The number of restricted stock awards (RSAs) and restricted stock units (RSUs) granted is determined by dividing the specified dollar amount ($2,000,000 for each recipient) by the closing price of Brown & Brown's common stock on the last business day before January 1, 2022, which is considered the grant date.