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Share Name | Share Symbol | Market | Type |
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Brown and Brown Inc | NYSE:BRO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.19 | 0.23% | 82.89 | 83.21 | 82.28 | 83.00 | 200,052 | 17:21:01 |
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FLORIDA
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59-0864469
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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220 SOUTH RIDGEWOOD AVENUE
DAYTONA BEACH, FLORIDA
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32114
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
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o
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Non-accelerated filer
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Title of securities to be registered (1)
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Amount to be
registered (1)
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Proposed maximum
offering price per
share (2)
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Proposed maximum
aggregate offering
price (2)
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Amount of
registration
fee (2)
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Common Stock
Par Value-$0.10 per share
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1,200,000 shares
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$35.85
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$43,020,000
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$4,332.11
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares of Common Stock which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the Brown & Brown, Inc. 2010 Stock Incentive Plan.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on the average of the high and low prices reported for the registrant’s common stock traded on The New York Stock Exchange on June 14, 2016.
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ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE.
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our Annual Report on Form 10-K for the year ended December 31, 2015 (including information specifically incorporated by reference into our Form 10-K from our definitive proxy statement relating to our 2016 annual meeting of shareholders, filed on March 24, 2016);
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our Form 10-K/A filed with the SEC on February 29, 2016;
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016;
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our Current Reports on Form 8-K filed with the SEC on February 24, 2016, March 23, 2016 and May 5, 2016;
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the description of our common stock set forth under the caption “Description of Capital Stock” in our Registration Statement on Form S-3ASR (Registration Statement No. 333-198503) filed with the SEC on September 2, 2014, including any amendment or report filed for the purpose of updating such description, which description is amended by the description contained in this prospectus; and
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all documents filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the offering of the securities described in this prospectus (other than any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless we specifically state in such Current Report that such information is to be considered “filed” under the Exchange Act, or we incorporate it by reference into a filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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ITEM 8.
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EXHIBITS.
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4.1
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Brown & Brown 2010 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 5, 2016)
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ITEM 9.
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UNDERTAKINGS.
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Signature
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Title
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*
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J. Powell Brown
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President and Chief Executive Officer
(Principal Executive Officer), Director
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/s/ R. ANDREW WATTS
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R. Andrew Watts
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Executive Vice President, Treasurer and
Chief Financial Officer (Principal Financial and Accounting Officer)
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*
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J. Hyatt Brown
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Chairman, Director
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*
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Samuel P. Bell, III
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Director
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*
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Hugh M. Brown
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Director
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Bradley Currey, Jr.
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Director
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Theodore J. Hoepner
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Director
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*
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James S. Hunt
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Director
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Signature
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Title
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*
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Toni Jennings
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Director
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*
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Timothy R.M. Main
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Director
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*
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H. Palmer Proctor, Jr.
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Director
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Wendell S. Reilly
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Director
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*
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Chilton D. Varner
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Director
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*By: /s/ R. Andrew Watts
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R. Andrew Watts
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Attorney-In-Fact
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Exhibit
Number
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Description
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4.1
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Brown & Brown, Inc. 2010 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 5, 2016)
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5.1
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Opinion of Holland & Knight LLP
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23.1
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Consent of Holland & Knight LLP (included in Exhibit 5.1)
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23.2
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Consent of Deloitte & Touche LLP
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24.1
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Powers of Attorney
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