Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 17, 2022, the Board of Directors (the "Board") of Brown &
Brown, Inc., a Florida corporation (the "Company"), increased the size of the
Board from 12 directors to 13 directors and appointed Jaymin B. Patel, age 55,
to serve as a director of the Company, effective immediately. Since March 2019,
Mr. Patel has served as the Executive Chairman of Perennial Climate Inc., a
leading platform measuring, reporting, and verifying soil-based carbon removal
and climate-smart agriculture.
From March 2015 to August 2018, Mr. Patel was Chief Executive Officer and
director of Brightstar Corporation, a global wireless device services company
backed by Softbank (during that time). From 1994 to March 2015, he served in
various executive and financial leadership roles at GTECH (now IGT), including
as President and Chief Executive Officer of GTECH Corporation, from 2007 to
2015, and as Senior Vice President and Chief Financial Officer of the publicly
traded GTECH Holdings Corporation from 2000 to 2006.
Mr. Patel currently serves as an independent director of Bally's Corporation and
as an independent director of SpartanNash Company.
Mr. Patel's initial term as a director on the Board expires at the Company's
2023 Annual Meeting of Shareholders.
Mr. Patel was not appointed to any standing committees of the Board, but is
expected to be appointed to one or more standing committees of the Board
following the Company's 2023 Annual Meeting of Shareholders, although which
specific standing committee(s) has not been determined at the time of the filing
of this Current Report on Form 8-K.
As a non-employee director on the Board, Mr. Patel will be compensated for
service as a director in accordance with the standard compensation provided to
non-employee directors. There are no arrangements or understandings between Mr.
Patel and any other persons pursuant to which Mr. Patel was selected as a
director, and there are no transactions in which the Company was or is to be a
participant and in which Mr. Patel had or will have a direct or indirect
material interest that are required to be reported pursuant to Item 404(a) of
Regulation S-K.
On January 18, 2023, Hugh M. Brown informed the Company that he will not stand
for re-election at the Company's 2023 Annual Meeting of Shareholders. Mr.
Brown's decision not to stand for re-election was not as a result of any
disagreement with the Company on any matter relating to the Company's
operations, policies and procedures.
In recognition of his long and distinguished service to the Company and to
continue to benefit from his counsel following the end of his term on the Board,
the Board has designated Mr. Brown as a director emeritus of the Company,
effective immediately following the 2023 Annual Meeting of Shareholders. In his
capacity as a director emeritus, Mr. Brown will be entitled to attend Board
meetings in an advisory capacity but will not vote on Board matters. Mr. Brown
will also be entitled to compensation and fees as may be deemed appropriate by
the Company in view of Mr. Brown's services to the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amended and Restated Articles of Incorporation
On January 18, 2023 the Board approved, and the Company filed with the State of
Florida, an amendment and restatement of the Company's articles of incorporation
(as amended and restated, the "Amended and Restated Articles"). The Amended and
Restated Articles consolidate all prior amendments to the Company's articles of
incorporation into one document and the only amendments were the removal of
outdated historical information as permitted by Florida law.
The Amended and Restated Articles are filed as Exhibit 3.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Amended and Restated By-Laws
On January 18, 2023 the Board approved an amendment and restatement of the
Company's by-laws (as amended and restated, the "Amended and Restated By-Laws"),
effective as of such date.
The amendments set forth in the Amended and Restated By-Laws, among other
things: (1) provide for "proxy access" that allows a shareholder, or a group of
up to twenty shareholders, owning at least three percent of the Company's
outstanding stock continuously for at least three years, to nominate and include
in the Company's annual meeting proxy materials director nominees constituting
up to the greater of two directors or twenty percent of the Board, provided that
the shareholders and director nominees satisfy the disclosure and procedural
requirements specified in the Amended and Restated By-Laws; (2) revise
procedures and disclosure requirements for advance notice of the nomination of
directors and the submission of proposals for consideration at annual meetings
of the shareholders of the Company, including adding a requirement that a
shareholder seeking to nominate director(s) at an annual meeting comply with the
requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended;
(3) provide notice and disclosure requirements for shareholders to call special
meetings and act by written consent; (4) adopt a forum selection by-law to
provide that the U.S. federal
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district courts shall be the exclusive forum for the resolution of claims under
the Securities Act of 1933, as amended; and (5) make certain administrative,
modernizing, clarifying and conforming changes, including making updates to
reflect recent amendments to the Florida Business Corporation Law.
The foregoing summary of the Amended and Restated By-Laws does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Amended and Restated By-Laws, which is attached as Exhibit 3.2 to this Current
Report on Form 8-K and incorporated herein by reference. A blackline of the
Amended and Restated By-laws marked against the prior version of the Company's
by-laws, updated to reflect all amendments prior to the date hereof, is filed
herewith as Exhibit 3.3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amended and Restated Articles of Incorporation of the Company, dated
as of January 18, 2023
3.2 Amended and Restated By-laws of the Company, dated as of January 18,
2023
3.3 Amended and Restated By-laws of the Company, dated as of January 18,
2023 (marked to show changes against prior version)
104 Cover Page Interactive Data File (formatted as inline XBRL)
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