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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Brown and Brown Inc | NYSE:BRO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.03 | 0.03% | 89.86 | 89.91 | 89.34 | 89.80 | 1,034,829 | 22:23:28 |
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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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5,625,000 shares
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$39.79
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$223,818,750
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$25,940.59
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(1)
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Represents shares of common stock, par value $0.10 per share, of Brown & Brown, Inc. that may be offered for sale pursuant to the Brown & Brown, Inc. Employee Savings Plan. Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Brown & Brown, Inc. Employee Savings Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also 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. Employee Savings 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 November 14, 2016.
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*
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Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with the Note to Part I of Form S-8.
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ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE.
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•
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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 Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016;
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our Current Report on Form 8-K filed with the SEC on October 12, 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;
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•
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the Plan’s Annual Report on Form 11-K for the year ended December 31, 2015; and
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all documents filed by us or the Plan 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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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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Director
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Toni Jennings
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*
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Director
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Timothy R.M. Main
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*
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Director
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H. Palmer Proctor, Jr.
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*
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Director
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Wendell S. Reilly
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*
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Director
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Chilton D. Varner
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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. Employee Savings Plan (restated effective January 1, 2016)
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23.1
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Consent of Deloitte & Touche LLP
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23.2
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Consent of Hancock Askew & Co., LLP with respect to the Plan
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24.1
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Powers of Attorney
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