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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 | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 81.54 | 114 | 09:00:00 |
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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 |
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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Emerging growth company
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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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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9,241,372 shares
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$31.74
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$293,321,147
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$35,550.52
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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 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. 2019 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 May 9, 2019.
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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, 2018 (including information specifically incorporated by reference into our Form 10-K from our definitive proxy statement relating to our 2019 annual meeting of shareholders, filed on March 21, 2019);
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•
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our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2019;
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•
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our Current Reports on Form 8-K filed with the SEC on
February 26, 2019
,
March 8, 2019
,
March 12, 2019
and
May 3, 2019
;
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•
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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. 333-221494) filed with the SEC on November 13, 2017, 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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•
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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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Exhibit
Number
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Description
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4.1
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5.1
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23.1
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23.2
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24.1
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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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/s/ J. Powell Brown
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J. Powell Brown
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Director; President and Chief Executive Officer
(Principal Executive Officer)
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/s/ R. Andrew Watts
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R. Andrew Watts
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Executive Vice President, Chief Financial Officer and Treasurer (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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*
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Bradley Currey, Jr.
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Director
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*
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Lawrence L. Gellerstedt III
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Director
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*
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James C. Hays
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Director
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*
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Theodore J. Hoepner
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Director
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*
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Signature
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Title
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James S. Hunt
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Director
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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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*
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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/ Robert W. Lloyd
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Robert W. Lloyd
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Attorney-In-Fact
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