Additional Proxy Soliciting Materials (definitive) (defa14a)
March 22 2017 - 6:47AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other
than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy
Statement
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Confidential, For Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy
Statement
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Definitive Additional
Materials
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Soliciting Material Pursuant to §
240.14a-12
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Brown & Brown,
Inc.
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(Name of Registrant as
Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee
required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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(1)
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Title of each class of securities
to which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
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(4)
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Proposed maximum aggregate value
of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary
materials.
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Check box if any part of the fee is offset
as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of
its filing.
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(1)
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Amount Previously
Paid:
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(2)
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Form, Schedule or
Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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*** Exercise Your
Right
to Vote
***
Important Notice Regarding the
Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May
03, 2017.
Meeting
Information
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Meeting
Type:
Annual Meeting
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For holders as of:
February 27, 2017
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Date:
May 03,
2017
Time:
9:00 AM
EDT
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Location:
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The Shores Resort
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Atlantic Room
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2637 South Atlantic Avenue
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Daytona Beach, Florida
32118
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You are receiving this communication
because you hold shares in the above named company.
This is not a ballot. You cannot use
this notice to vote these shares. This communication presents only an overview
of the more complete proxy materials that are available to you on the Internet.
You may view the proxy materials online at
www.proxyvote.com
or easily request a
paper copy (see reverse side).
We encourage you to access and review
all of the important information contained in the proxy materials before
voting.
See the reverse side of this
notice to obtain proxy materials and voting
instructions.
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Before You
Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW
or RECEIVE:
1. Annual
Report 2. Proxy Statement
How to View Online:
Have
the information that is printed in the box marked by the arrow
➔
XXXX XXXX XXXX XXXX
(located on the
following page) and visit:
www.proxyvote.com.
How to Request and Receive a
PAPER or E-MAIL Copy:
If you want to
receive a paper or e-mail copy of these documents, you must request one.
There is NO charge for requesting a copy. Please choose one of the
following methods to make your request:
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1)
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BY
INTERNET
:
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www.proxyvote.com
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2)
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BY
TELEPHONE
:
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1-800-579-1639
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3)
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BY
E-MAIL*
:
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sendmaterial@proxyvote.com
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* If requesting
materials by e-mail, please send a blank e-mail with the information that is
printed in the box marked by the arrow
➔
XXXX XXXX XXXX XXXX
(located on the
following page) in the subject line.
Requests,
instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment advisor. Please make the request as instructed
above on or before April 19, 2017 to facilitate timely
delivery.
How To
Vote
Please Choose One of the
Following Voting Methods
Vote In Person:
If you
choose to vote these shares in person at the meeting, you must request a
"
legal proxy.
" To do so, please follow the instructions at
www.proxyvote.com
or request a paper copy of the materials, which will
contain the appropriate instructions. Many shareholder meetings have attendance
requirements including, but not limited to, the possession of an attendance
ticket issued by the entity holding the meeting. Please check the meeting
materials for any special requirements for meeting attendance.
Vote By
Internet:
To vote now by Internet, go to
www.proxyvote.com
. Have the information that is printed in the box marked
by the arrow
➔
XXXX XXXX XXXX XXXX
available and follow the instructions.
Vote
By Mail:
You can vote by mail by
requesting a paper copy of the materials, which will include a voting
instruction form.
Voting
items
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The Board of Directors recommends that you vote FOR the following:
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1.
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Election of
Directors
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Nominees
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01
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J. Hyatt Brown
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02
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Samuel P. Bell, III
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03
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Hugh M. Brown
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04
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J. Powell Brown
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05
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Bradley Currey, Jr.
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06
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Theodore J. Hoepner
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07
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James S. Hunt
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08
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Toni Jennings
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09
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Timothy R. M. Main
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10
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H. Palmer Proctor, Jr.
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11
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Wendell S. Reilly
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12
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Chilton D. Varner
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The Board of Directors recommends
you vote FOR the following proposal(s):
2
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To ratify the
appointment of Deloitte & Touche LLP as Brown & Brown, Inc.'s
independent registered public accountants for the fiscal year ending
December 31, 2017.
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3
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To approve, on an
advisory basis, the compensation of named executive
officers.
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The Board of Directors recommends
you vote 1 YEAR on the following proposal:
4
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To conduct an advisory vote on
the desired frequency of holding an advisory vote on the compensation of
named executive officers.
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The Board of Directors recommends
you vote FOR the following proposal(s):
5
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To approve an amendment to Brown
& Brown, Inc.'s 2010 Stock Incentive Plan to increase the number of
shares available for issuance under the
plan.
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NOTE:
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In their discretion the Proxies are
authorized to vote upon such other business as may properly come before
the Annual Meeting or any adjournment(s)
thereof.
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