8-KLeadership ChangesCorporate ChangesExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Executive Changes (Jan 19, 2023)

Filed January 19, 2023For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) filed an 8-K on January 19, 2023, detailing significant corporate governance changes. The most notable event is the appointment of Jaymin B. Patel as a new director, effective January 17, 2022. Mr. Patel brings extensive executive experience, including former CEO roles at Brightstar Corporation and GTECH, and currently serves on the boards of Bally's Corporation and SpartanNash Company. His appointment expands the Board to 13 directors and, while not initially assigned to committees, is expected to be integrated post the 2023 Annual Meeting. Additionally, the filing announces that Hugh M. Brown will not seek re-election at the upcoming 2023 Annual Meeting but will be honored with the title of Director Emeritus, allowing him to continue providing counsel in an advisory capacity. The company also reports amendments to its Articles of Incorporation and By-Laws, effective January 18, 2023. Key changes to the By-Laws include the adoption of proxy access provisions for shareholders, revised advance notice requirements for director nominations and shareholder proposals, new procedures for special meetings and written consents, and the establishment of federal district courts as the exclusive forum for Securities Act claims.

Key Highlights

  • 1Brown & Brown, Inc. appointed Jaymin B. Patel as a new independent director, expanding the Board to 13 members.
  • 2Mr. Patel brings substantial executive and financial leadership experience from companies like Brightstar Corporation and GTECH, and currently serves on other public company boards.
  • 3Hugh M. Brown, a long-serving director, will not stand for re-election at the 2023 Annual Meeting but will be designated Director Emeritus.
  • 4The company has amended and restated its Articles of Incorporation to consolidate historical information.
  • 5Significant amendments to the By-Laws include the introduction of proxy access for long-term shareholders to nominate directors.
  • 6By-Laws revisions also update procedures for advance notice of director nominations and shareholder proposals, including compliance with Rule 14a-19.
  • 7A new forum selection by-law designates U.S. federal district courts as the exclusive forum for Securities Act claims.

Frequently Asked Questions

Jaymin B. Patel is a 55-year-old executive with extensive experience in leadership and financial roles, including former CEO of Brightstar Corporation and President/CEO of GTECH. He was appointed to Brown & Brown's Board of Directors to bring his broad industry knowledge and governance experience to the company.

Hugh M. Brown, after not standing for re-election, will be designated Director Emeritus. This title allows him to continue contributing his counsel to the Board in an advisory capacity, recognizing his long service, while not holding a voting position.

The amended By-Laws introduce proxy access, allowing a qualifying shareholder or group (owning at least 3% continuously for at least three years) to nominate director candidates and include them in the company's proxy materials. This provides shareholders with a mechanism to nominate directors under specific conditions.

Yes, the By-Laws have been updated to revise procedures and disclosure requirements for advance notice of director nominations and shareholder proposals, including a new requirement for shareholders to comply with Rule 14a-19 of the Securities Exchange Act of 1934.

The company has adopted a forum selection by-law that designates U.S. federal district courts as the exclusive forum for the resolution of any claims brought under the Securities Act of 1933. This aims to centralize litigation and provide clarity on where such disputes will be heard.