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Florida
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001-13619
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59-0864469
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(State
or Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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220 South Ridgewood Avenue,
Daytona Beach, Florida 32114
(Address
of principal executive offices) (Zip code)
Registrant's
telephone number, including area code: (386)
252-9601
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(b) The
information required by this Item 5.02(b) with respect to J. Hyatt Brown's
retirement, effective July 1, 2009, from the position of Chief Executive Officer
of Brown & Brown, Inc. (the "Company") is incorporated herein by reference
to Item 5.02(c).
(c) Consistent
with the Company's previously-disclosed executive succession plan, on April 29,
2009, J. Hyatt Brown confirmed to the board of Directors of Brown & Brown,
Inc. that he will retire from the position of Chief Executive Officer of the
Company effective July 1, 2009. In connection with this retirement,
the Company's Board of Directors appointed J. Powell Brown, currently the
Company's President, to the additional position of Chief Executive Officer
effective July 1, 2009.
As previously disclosed, following his
retirement from the position of Chief Executive Officer, J. Hyatt Brown intends
to continue to serve as the Chairman of the Board of Directors, and also to
continue to be involved in acquisitions and recruitment.
J. Powell Brown, 41, has been President
since January 2007 and has been a director since October 2007. Prior to
that time, he had served as one of the Company's Regional Executive Vice
Presidents since 2002. J. Powell Brown was previously responsible for
overseeing certain of the Company's wholesale brokerage operations as well as
the public entity business of certain of the Company's subsidiaries located in
Florida, Georgia, Illinois, Indiana, New Jersey, North Carolina, Oklahoma,
Pennsylvania, Texas, Virginia and Washington, and was also responsible for the
Company's Service Division operations and for Florida Intracoastal Underwriters,
a subsidiary that administers a specialty program offering insurance coverage
for Florida condominium properties. From 1998 to 2003, J. Powell Brown served as
profit center leader of the Company's Orlando, Florida retail office. Prior to
that, J. Powell Brown served as an account executive and then as Marketing
Manager in the Company's Daytona Beach, Florida retail office from 1995 to
1998. J. Powell Brown serves on the Board of Directors of Camp Boggy
Creek. He
previously served on the Board of Directors of the SunTrust Bank/Central
Florida, as Vice Chairman of Finance for the Board of Governors of the Orlando
Regional Chamber of Commerce, and as a member of the Board of Directors of
Junior Achievement of Central Florida, and the Bolles School Board of
Visitors.
J. Powell
Brown is the son of J. Hyatt Brown. J. Powell Brown previously served
as a member of the Board of the SunTrust Bank/Central Florida. The
Company has a $50 million revolving credit facility with SunTrust (subject to
potential increases up to $100 million). SunTrust also acts as escrow
agent with respect to accounts related to certain acquisitions that the Company
has made. The Company expects to continue to use SunTrust during 2009
for a substantial portion of its cash management requirements. Two of the Company's
subsidiaries provide insurance-related services to subsidiaries of SunTrust, and
a number of the Company's offices provide services with respect to premium
financing to another such subsidiary of SunTrust.
J. Powell
Brown is currently party to a standard employment agreement with the Company
that is substantially similar to the employment agreements of many of the
Company's other executive officers. J. Powell Brown's employment
agreement will remain the same, and will not change as a result of his
promotion. This agreement may be terminated by either
party. In addition, compensation under this agreement is at amounts
agreed upon between the Company and J. Powell Brown from time to time. Also, for
a period of three years following the termination of J. Powell Brown's
employment, this agreement prohibits him from directly or indirectly soliciting
or servicing the Company's clients, or soliciting the Company's employees to
leave their employment with the Company.
(e) In
connection with J. Hyatt Brown's retirement effective July 1, 2009 from the
position of Chief Executive Officer of the Company, the Board agreed with Mr.
Hyatt Brown to amend his employment agreement effective July 1, 2009 to remove
all provisions relating to a “change in control” of the Company, including
a requirement that Mr. J. Hyatt Brown be paid certain amounts in the event of
the termination of his employment or the occurrence of certain other “adverse
consequences” following a change in control of the Company.
Prior to July 1, 2009, the
Company and Mr. J. Hyatt Brown will execute a written amendment to his
employment agreement that memorializes this removal of all provisions relating
to a “change
in control”
of the Company.
Item
7.01 Regulation FD
Disclosure.
On May 5,
2009, the Company issued a press release announcing the retirement of J. Hyatt
Brown, effective July 1, 2009, from the position of Chief Executive Officer, and
the appointment by the Company's Board of Directors of J. Powell Brown to the
position of Chief Executive Officer, effective July 1, 2009.
The
information furnished herewith pursuant to Item 7.01 of this Current Report,
including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section. The information
in this Current Report shall not be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, whether made
before or after the date of this Current Report, regardless of any general
incorporation language in the filing.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
The
following exhibits are furnished and filed, respectively, herewith:
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Description
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99.1
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Press
Release dated May 5,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Brown
& Brown, Inc.
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May
5, 2009
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By:
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Cory
T. Walker
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Sr.
Vice President, Treasurer and Chief Financial
Officer
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EXHIBIT
INDEX
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Description
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99.1
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Press
Release dated May 5,
2009.
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